10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________to _______________.

Commission File Number 000-53590 

EVOLUCIA INC.

(Exact name of small business issuer as specified in its charter)

Nevada	98-0550703
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 6151 Lake Osprey Drive, Third Floor. Sarasota, FL 34240

(Address of principal executive offices)

941-751-6800

(Issuer’s telephone number)

(Former name, former address and former fiscal year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o	Accelerated filer o	Smaller reporting company x
Non-accelerated filer  o (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   o    No x

The number of shares of the Registrant’s Common Stock outstanding as of May 14, 2013 was 1,206,402,967.

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 FORM 10-Q

INDEX

PART I: FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS	3
CONSOLIDATED BALANCE SHEETS	3
CONSOLIDATED STATEMENTS OF OPERATIONS	4
CONSOLIDATED STATEMENTS OF CASH FLOWS	5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 4. CONTROLS AND PROCEDURES	16
PART II. OTHER INFORMATION	16
ITEM 1. LEGAL PROCEEDINGS	16
ITEM 1A. RISK FACTORS	17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3 DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4. MINE SAFETY DISCLOSURES	18
ITEM 5. OTHER INFORMATION	18
ITEM 6. EXHIBITS	19
SIGNATURES	21

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Part I Financial Information

Item 1. Financial Statements

The Company’s unaudited financial statements for the three months ended March 31, 2013 and for comparable periods in the prior year are included below. The financial statements should be read in conjunction with the notes to financial statements that follow.

Evolucia, Inc.

Consolidated Balance Sheets

	March 31,			December 31,
	2013			2012
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	580,612		$	1,642,464
Accounts receivable		93,411			112,982
Inventory		1,321,190			1,280,072
Prepaid expenses and other current assets		367,140			59,598
Total current assets		2,362,353			3,095,116
Property and equipment, at cost, net of
accumulated depreciation of $684,836 and $641,491		129,300			113,584
Other assets:
Deposits and other assets		13,033			190,607
	$	2,504,686		$	3,399,307
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accruals	$	1,169,542		$	1,404,752
Lines of credit – affiliates		2,212,376			83,067
Deferred revenue		1,000,000			1,000,000
Current portion of debt		75,000			292,642
Total current liabilities		4,456,918			2,780,461
Long-term debt		1,338,553			2,821,326
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.001 par value,
1,500,000,000 shares authorized,
1,199,974,396 and 1,197,771,827
shares issued and outstanding		1,199,976			1,197,771
Additional paid-in capital		88,091,796			87,054,357
Accumulated (deficit)		(92,548,082	)		(90,420,133	)
		(3,256,310	)		(2,168,005	)
Less: Treasury stock, at cost, 313,400 shares		(34,475	)		(34,475	)
		(3,290,785	)		(2,202,480	)
	$	2,504,686		$	3,399,307

See the accompanying notes to the consolidated financial statements.

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Evolucia, Inc.

Consolidated Statements of Operations

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

	Three Months
	2013			2012
Sales	$	$456,821		$	611,228
Cost of sales		293,885			389,391
Gross profit		162,936			221,837
General and administrative -
Selling, general and administrative expenses		1,426,522			713,945
		1,426,522			713,945
Loss from operations		(1,263,586	)		(492,108	)
Other Income (expense):
Interest and debt conversion expense, net		(864,363	)		(252,488)
Loss before income taxes		(2,127,949	)		(744,596	)
Income taxes		-			-
Net loss	$	(2,127,949	)	$	(744,596	)
Per share information basic and diluted:
Loss per share	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		1,199,661,325			885,682,715

See the accompanying notes to the consolidated financial statements.

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Evolucia, Inc.

Statements of Cash Flows

For the three Months Ended March 31, 2013 and 2012

(Unaudited)

	2013			2012
Cash flows from operating activities:
Net cash (used in) operating activities	$	(1,224,467	)	$	(166,813	)
Cash flows from investing activities:
Acquisition of property and equipment		(59,061	)		-
Net cash (used in) investing activities		(59,061	)		-
Cash flows from financing activities:
Common Shares issued or subscribed for cash		-			1,604,600
Loan from affiliate		100,000			-
Proceeds from lines of credit, net		121,656			-
Proceeds from notes payable and convertible debentures		-			50,000
Repayments of notes payable		-			(8,719	)
Net cash provided by financing activities		221,656			1,64 5,881
Increase (decrease) in cash and cash equivalents		(1,061,872	)		1,479,068
Cash and cash equivalents, beginning		1,642,484			235,878
Cash and cash equivalents, ending	$	580,612		$	1,714,946
Cash paid for interest	$	34,407		$	19,488
Cash paid for income taxes	$	0		$	0

See the accompanying notes to the consolidated financial statements.

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EVOLUCIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2013

(UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization, Nature, and Continuance of Operations

Evolucia Inc. (“the “Company”) (formerly Sunovia Energy Technologies, Inc.) is a Nevada corporation engaged in the business of providing energy-efficient and sustainable energy solutions primarily through the design, manufacture and sale of light emitting diode (LED) lighting solutions for outdoor and area lighting. The Company designs, manufactures and sells environmentally responsible, energy-efficient lighting products based on the latest and most efficient LED technologies and its own patented Aimed Optics™ technology, which improves efficiency and energy savings by aiming light where it is needed most, providing for safe and more effective outdoor and area lighting while eliminating wasted light. In the past, the Company also engaged in research and development in solar energy and infrared technologies; however, the Company is no longer engaged in those activities.

Basis of presentation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material inter-company accounts, transactions and profits have been eliminated.   In the opinion of management, these consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the results for and as of the periods shown.  The accompanying consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles.  However, certain information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for such periods are not necessarily indicative of the results expected for 2013 or for any future period. These financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

Continuance of Operations

Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Although we have incurred losses from operations and have a significant accumulated deficit at March 31, 2013, we believe we have adequate resources, such as cash on-hand, our credit facilities, and the proceeds from a private placement during the second quarter of 2013 to meet our operating commitments through December 31, 2013. Furthermore, we expect to have positive cash flows from operations in 2013. In the event these resources and operating cash flows are not sufficient to fully fund our operating commitments or our growth, we would look to secure additional debt or equity financing. There can be no guarantee that we will be successful securing funding. In the event we are unable to fund our operations by positive operating cash flows or additional funding, we may be forced to reduce our expenses and slow down our growth rate. Accordingly, our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Use of Estimates

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, disclosures of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s significant estimates include the valuation of stock based charges, the receivable allowance and the inventory reserve.

Share-Based Payments

ASC 718, Stock Compensation requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the grant date fair value of the award.

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We record the grant date fair value of stock-based compensation awards as an expense over the vesting period of the related stock options.  In order to determine the fair value of the stock options on the date of grant, we use the Black-Scholes option-pricing model.  Inherent in this model are assumptions related to expected stock-price volatility, option life, risk-free interest rate and dividend yield.  Although the risk-free interest rates and dividend yield are less subjective assumptions, typically based on factual data derived from public sources, the expected stock-price volatility, forfeiture rate and option life assumptions require a greater level of judgment which make them critical accounting estimates.

 We use an expected stock-price volatility assumption that is based on historical volatilities of our common stock and we estimate the forfeiture rate and option life based on historical data related to prior option grants.

Inventory

Inventory consists principally of electronic components used in the assembly of LED lights. Inventory is stated at the lower of cost of market on a first in first out basis.

Loss Per Share

Loss per share is computed using the basic and diluted calculations on the statement of operations.  Basic income (loss) per share is calculated by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period.  Weighted average number of shares has been adjusted for stock splits and reverse stock splits.  Diluted income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method. During periods in which a loss is incurred common stock equivalents are not considered in the computation as their effect would be anti-dilutive. he total number of share equivalents not included in the calculation at March 31, 2013, consisted of approximately 321,127,000 options of which approximately 190,393,000 are vested.

Reclassifications

Certain amounts for the period ended March 31, 2012, have been reclassified in the comparative financial statements to be comparable to the presentation for the period ended March 31, 2013. These reclassifications had no effect on net loss as previously reported.

NOTE B - STOCKHOLDERS' EQUITY

Common Stock

During the first quarter the Company issued 2,203,569 shares of its common stock for services. These shares were valued at the trading price of the Company’s common stock on the date the issuances were agreed to or $50,842.

NOTE C – COMMITMENTS, CONCENTRATIONS AND CONTINGENCIES

Manufacturing, development and investment agreement

On July 12, 2012, the Company entered into a manufacturing, development and investment agreement with Leader Electronics, Inc. (“LEI”).

Pursuant to the agreement - LEI will (i) collaborate in the next generation design of the Products, (ii) design and implement LEI power supplies into the Products as provided in the Specifications, (iii) invest One Million Dollars (US $1,000,000) into the Company, (iv) lease for the Company’s use equipment representing a value of Two Million Dollars (US $2,000,000) which will include manufacturing, test and product equipment and tooling mentioned below to be more specifically identified by the parties, (v) manufacture the Products (A) at a 10% discount to the market rate against non-cancellable purchase orders from the Company for one year following the initial purchase orders and thereafter at a 5% discount to the market rate until a full Eight Million Dollars ($8,000,000) in discounts have been earned by the Company and (B) provide working capital to manufacturing all Products with net payment terms of 45 days, (vi) LEI will acquire all needed tooling, and (vii) serve as an exclusive distributor for the Asia Territory.

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In addition, the Company will (i) appoint LEI as the exclusive manufacturer for the Products sold in the Asia Territory, (ii) appoint LEI as an exclusive distributor for the Asia Territory and (iii) provide non-cancellable and irrevocable stand-by Letter of Credit for beneficiary of LEI prior to the shipment of Product or provide payment for the Product prior to shipment.

LEI will purchase Twelve Million Five Hundred (12,500,000) shares of common stock (the “Shares”) of the Company for an aggregate purchase price of One Million Dollars  (US $1,000,000)  within two (2) business days of the Effective Date.  In the event the Company does not place orders for the Products within five (5) years from the Effective Date (the “Order Date”), then LEI shall be entitled to sell to the Company the lesser of (i) Shares it has not resold as of the Order Date or (ii) the portion of Shares representing the amount of Products that the Company has not ordered.  For example, in the event the Company has placed orders for 80% of the Products, then LEI will be entitled to sell back to the Company as of the Order Date the lesser of the number of Shares that have not been resold by LEI or 20% of the Shares. The per share price will be $0.08. LEI invested the $1,000,000 on July 20, 2012 and this investment has been classified as a liability in the Company’s financial statements because of the contingency related to the share repurchase agreement.

Other Litigation

 The Company is defending a lawsuit brought by a supplier of a component part of its LED lighting fixtures. The suit alleges that the Company owes a re-stocking fee in excess of $100,000 for the return of certain parts. The Company believes it has substantial defenses to this suit and intends to vigorously defend it. The lawsuit is in the early stages of pleadings, and the outcome is uncertain. No significant legal fees have been incurred in this case to date.

 Concentrations

During the three months ended March 31, 2013 and 2012, the Company sold LED lighting products aggregating approximately 63% of revenue to 1 customer and 58% of revenue to 3 customers, respectively, which sales individually represented in excess of 10% of the Company’s net revenues.

 NOTE D – STOCK OPTIONS

On May 1, 2008, the Company adopted the 2008 Incentive Stock Plan and April 25, 2013, the Company adopted the 2013 Incentive Stock Plan. (“the “Plans”) designed to retain directors, employees, executives and consultants and reward them for making major contributions to the success of the Company. The following is a summary of the Plans and does not purport to be a complete description of all of its provisions.

 The Plans are administered by the board of directors. The plans did not have any individual caps other than the limitation of granting incentive stock options to employees and the exercise of more than $100,000 in fair market value of stock per year. The plans permit the grant of restricted stock and non-statutory options to participants where appropriate. The maximum number of shares issuable under the Plans is 125,000,000 and 50,000,000. The Plans shall terminate ten years from the date adopted. The board of directors may, as permitted by law, modify the terms of any grants under the Plans, and also amend, suspend, or extend the Plan itself. In addition, options may be issued outside of the plan by the Company.

During the period ended March 31, 2013, the Company granted stock options for 114,250,000 shares to affiliates or employees of the Company. The options have exercise prices of $.025 to $.03 per share and vest immediately for 113,250,000 options which were granted pursuant to lines of credit and over a 4 year period for 1,000,000 options which were granted for services. The options have a term of 5 years.

The options are valued using the Black-Scholes option pricing model with the following assumptions.

Term 5 years, Volatility 120%, Discount rate 1% and dividend yield 0%.

The options had a fair value of $2,819,000 which is being amortized over the term of the lines of credit of 1 year for the 113,250,000 financing options and the vesting period of the other 1,000,000 options.

During the three months ended March 31, 2013, an aggregate of $989,000 was charged to operations related to options granted during the current year and prior years. Of this amount $704,000 was charged to interest expense and $285,000 was charged to selling, general and administrative expense.

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At March 31, 2013, there was an aggregate of approximately $4,193,000 of unrecognized charges related to stock options which vest in future periods.

A summary of stock options outstanding, including options granted outside of the Plan is as follows:

	Shares
Options outstanding at
beginning of year		206,876, 660
Options granted		114,250,000
Outstanding at March 31, 2013		321,126,660
Exercisable at March 31, 2013		190,393,327

NOTE E – CONVERTIBLE DEBENTURES

On June 10, 2011, the Company completed an offering of 9% Convertible Secured Promissory Notes (the “Notes”) in the aggregate principal amount of $1,000,000 to 10 existing shareholders. The Notes bear interest at an annual rate of 9%. Interest on the Notes is accrued and payable on the earlier of conversion to common stock or the maturity date of the 9% Notes. The Notes are secured by a lien on all of the assets of the Company. The Notes mature on July 1, 2012 and may be prepaid at any time without penalty upon ten days’ notice to the holders of the Notes.

The Convertible Notes are convertible on or after September 1, 2011 at a conversion price of $.06, which is 150% of the market value of the Company’s common stock, determined based upon the closing price of the Company’s common stock for the 20-day period beginning May 31, 2011 and ending June 20, 2011. The Company may require conversion of the Notes if the market value of the Company’s common stock exceeds 200% of the conversion price over a 20-day trading period, provided that a minimum trading volume of 50,000 shares per day exists during that time period.

During March and April 2012 holders of an aggregate of $900,000 in principal of the 9% convertible notes described above have restructured their Convertible Notes by extending the maturity date to July 1, 2013. In connection with that extension, each of these holders converted 50% of the principal amount of the Convertible Notes to common stock at $.02 per share which was the trading price of the shares on the conversion date, and the Company modified the terms of the remaining debt to allow conversion at $.02 per share and to increase the interest rate to 10% per annum. The aggregate principal amount outstanding under the new notes is $550,000. The Company issued an aggregate of 45,000,000 shares of common stock to the holders of the Convertible Notes for the conversion of principal to common stock. In connection with the modification and conversion the Company recorded a debt conversion expense of $300,000.

During April 2013 the holders of $300,000 of the outstanding balance of the notes agreed to roll-over their principal and accrued interest of $80,237 into the Private Placement Memorandum described below in Note G. The holders of the remaining $250,000 extended the due date to April 2014. The interest rate was increased to 11% for the notes extended to April 2014.

NOTE F – NOTES PAYABLE

Notes Payable

From December 2009 through July 2010 the Company borrowed an aggregate of $828,968 from certain shareholders. The borrowings are evidenced by notes which bear interest at 10% per annum and are due between 12 months and 24 months from the date of issuance. Through December 31, 2012, $265,415 was repaid bring the balance due to $563,553.

During March 2012 the holders of the outstanding notes agreed to extend the due date on these notes to July 1, 2013, and during April 2013 holders of an aggregate of $488,553 agreed to extend the due date to April 2014. In conjunction with the 2013 extensions the interest rate was increased to 11%.

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Lines of Credit

A private investor, shareholder and director of the Company has made available to the Company a working capital and purchase order line of credit (Line of Credit) of $2.0 million, which is due during January 2014, and which may be increased at the investor’s discretion. The Line of Credit may be drawn to purchase components for orders (Purchase Orders) of the Company’s products approved by the investor and that are used to fulfill specific customer orders. For advances made for the purpose of funding Purchase Orders, the line is secured to the extent of the specific customer accounts receivables that are related to the Purchase Order upon which the advance was made. Advances made against Purchase Orders bear interest at an annual rate of 12.5% and the principal amount of the draws, plus accrued interest, must be repaid back to the Line of Credit within three business days of receipt of payment from the customer.  Because interest is added back to the Line of Credit, the available balance increases by that amount. The lender has deposited the $2,000,000 in a bank account and the Company has recorded the entire Line of Credit as a liability. On February 22, 2013, effective as of December 31, 2012, the investor made the entire Line of Credit available without restriction to the Company to use for both Working Capital purposes and for Purchase Orders. For that portion of the Line of Credit that is used for Working Capital purposes, the Line of Credit is unsecured, and bears interest at an annual rate of 14.0%. At March 31, 2013, $1,553,968 was drawn on the bank account for working capital. The balance of the line was $2,043,517 including unpaid interest of $43,517.

A private investor, shareholder and director of the Company made available to the Company a purchase order line of credit (Line of Credit) of $250,000, which may be increased at the investor’s discretion and, with the exception of $100,000 which is due in January, 2014, is due on demand. The Line of Credit may be drawn to purchase components for orders (Purchase Orders) of the Company’s products approved by the investor.  The Line of Credit bears interest at an annual rate of 12.5% and draws must be repaid within three business days of receipt of payment from the customer. The Line of Credit is secured to the extent of the specific customer accounts receivables that are related to the Purchase Order upon which the advance was made. Advances made against Purchase Orders at March 31, 2013, were $168,859.

 NOTE G – SUBSEQUENT EVENTS

Private Placement Memorandum (PPM)

On November 27, 2012, the Company initiated the sale of up to $5,000,000 in 14% Callable Promissory Notes (Notes) in a confidential private placement memorandum (PPM) offering made pursuant to Regulation D to accredited investors only. The Notes are secured by the assets of the company, subject to the security interests of the Callable Promissory Notes and Purchase Order Lines of Credit described above.

The Notes are offered in units of $50,000 each (a “Unit”). The PPM is subject to a minimum sale of 40 Units ($2,000,000) and a maximum of 100 Units. The Notes mature in 36 months. Interest accrues for the first 12 months and is payable monthly starting in month 13. Principal plus accrued interest is paid in month 36. Each Unit receives a Common Stock Purchase Warrant to purchase 2,395,542 shares of common stock at an exercise price of $0.025. Through April 15, 2013 the Company sold 40 units of its current PPM for aggregate proceeds of $2,000,000. The notes are secured by the assets of the company. The Company closed on the sale of those units on April 22, 2013.

On March 20, 2013, the Company entered into a joint venture with Sunovia Energy Technologies Europe Sp. z o.o. (SETE), a Polish corporation which is unaffiliated with the Company. The agreement calls for the payment of $11 million to Evolucia by August 31, 2013 in exchange for the manufacture and distribution rights to the European markets.  Under the joint venture agreement, a new entity called Evolucia Europe Sp. z o.o. will be created, with Evolucia Inc. holding a 51% ownership share and SETE holding the remaining 49% ownership.  The joint venture agreement provides exclusive manufacturing rights to Evolucia Europe for the European markets. There is no assurance that the joint venture will be completed.

On May 6, 2013, the Company entered into a settlement agreement and general release with its former Chief Executive Officer. The agreement calls for the Company to deliver a Promissory Note in the amount of $328,849. The Note will bear interest at 9.0% per annum and will be due on May 14, 2014.

Additionally, the Company will be required to issue to its former Chief Executive Officer a second Promissory Note in the amount of $30,687. The Note will bear interest at 9.0% per annum and will be due on May 14, 2014. In the event the Company raises capital in the amount of $3 million or more, then the note shall become immediately due and payable.

The Company was expected to close its settlement with the former Chief Executive Officer on May 14, 2013.

Subsequent to March 31, 2013, the Company issued 6,428,571 shares of common stock for services.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following information should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this report. Statements made in this Item 2, "Management's Discussion and Analysis or Plan of Operation," and elsewhere in this 10-Q that do not consist of historical facts, are "forward-looking statements." Statements accompanied or qualified by, or containing words such as "may," "will," "should," "believes," "expects," "intends," "plans," "projects," "estimates," "predicts," "potential," "outlook," "forecast," "anticipates," "presume," and "assume" constitute forward-looking statements, and as such, are not a guarantee of future performance. The statements involve factors, risks and uncertainties, the impact or occurrence of which can cause actual results to differ materially from the expected results described in such statements. Risks and uncertainties can include, among others, fluctuations in general business cycles and changing economic conditions; changing product demand and industry capacity; increased competition and pricing pressures; advances in technology that can reduce the demand for the Company's products, as well as other factors, many or all of which may be beyond the Company's control. Consequently, investors should not place undue reliance upon forward-looking statements as predictive of future results. The Company disclaims any obligation to update the forward-looking statements in this report.

You should read the following information in conjunction with our financial statements and related notes contained elsewhere in this report. You should consider the risks and difficulties frequently encountered by early-stage companies, particularly those engaged in new and rapidly evolving markets and technologies. Our limited operating history provides only a limited historical basis to assess the impact that critical accounting policies may have on our business and our financial performance.

We encourage you to review our periodic reports filed with the SEC and included in the SEC’s Edgar database, including the annual report on Form 10-K filed for the year ended December 31, 2012. The Company is focusing solely on building its LED lighting business at this time, while attempting to preserve the value of both its patented solar substrate technology and its shared solar technology for possible commercialization in the future.

Evolucia Inc. (“Evolucia”, the “Company”, “we”, “our”, “us”) is an LED lighting company that markets LED lighting products. The Company’s sole focus is on the design, engineering, development, patent protection, manufacturing, marketing, sales and support of LED (light emitting diode) lighting fixtures, controls and components.  LEDs are semiconductor devices that emit light when electric currents are passed through them. LED’s have many advantages over traditional light sources including longer lifetime, lower energy consumption, smaller size and greater design flexibility. The Company’s LED light sources are designed to enhance lighting performance, reduce energy consumption, eliminate the use of hazardous materials and lower maintenance costs.

LED Lighting

LED lights are the most energy-efficient lighting source on the market today. Through our patented Aimed LED Lighting™ technology, we have demonstrated that less overall light is needed if the light is correctly focused on the target area. Our LED lighting product’s are currently focused on (i) the roadway / walkway lighting market (“cobra head,” “shoebox”, “post-top” and “bell-top” products) (ii) the area lighting market (utility lights, wall packs, canopy lights and parking garage lights) and (iii), commercial indoor market (“high-bay”, “troffer”, and “flat panel” products). A report issued in January 2011 by Navigant Consulting, Inc. prepared for the Building Technologies Program of the Office of Energy Efficiency and Renewable Energy (EERE) of the Department of Energy estimates that there are 56.2 million roadway lights in the United States, including 26.5 million street lights and 26.1 million highway lights. The same report estimates approximately36.4 million parking garage lights and 15.8 million parking lot light fixtures installed in the United States. It is estimated that fewer than 5% of the parking light totals and fewer than 1% of the roadway and highway lights utilized LED technology. We believe these markets, which are primary markets for the Company’s products, have the potential for significant growth in LED replacements of existing technologies in the years ahead. We believe traditional lighting companies have been somewhat slow to develop LED technologies; however, the large lighting companies have acquired the technology either through acquisition or OEM and licensing arrangements with smaller LED lighting companies. There are currently over 200 competitors in the outdoor LED lighting market. Our Aimed Optics™ technology potentially provides a competitive advantage in this market, as it uses less energy to put more light on the ground, although high product costs have hampered sales of the cobrahead and shoebox products in certain markets.

We believe we have proven that our proprietary Evolucia Aimed Optics™ LED lighting system is the most efficient method to deliver light to a target area.  By mounting LEDs at numerous complementary angles within a single LED fixture, we believe we have achieved performance metrics that are superior to competing products in crucial aspects of LED lighting: energy conservation and photometry (light delivered to a target area).  Our proprietary lighting system has received an award for the Best Outdoor Street Light, in its class, from the United States Department of Energy (DOE), one of the most highly regarded recognitions within the lighting industry.

In addition to superior efficiency, we believe our products are beating the competition in the performance metric of Fitted Target Efficacy (FTE) which is a standard the U.S. Department of Energy (DOE) has proposed for ENERGY STAR™ to evaluate how effectively a luminaire delivers light to the target area that it was designed to illuminate. We believe our patent pending Evolucia Aimed Optics™ technology consistently outperforms our competitors, which is supported by our receipt of the 2010 Next Generation Luminaries™ Solid State Lighting Design Award for our outdoor street and area cobra-head product, selected by judging representatives from the lighting industry, International Association of Lighting Designers, the Illuminating Engineering Society and the Department of Energy from more than 350 applicants. This award serves as a recommendation to the lighting specifier community. In addition, our cobra head and shoebox fixtures have been certified by the Design Lights Consortium (DLC). We expect that the certification from the DLC will open up additional opportunities for us, as customers and suppliers receive incentives from state and utility energy programs for purchasing products that are certified by the DLC.

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Evolucia’s Aimed Optics™ LED technology consistently outperforms LED “light bar” technology on FTE tests, as shown in the chart below:

Company	Roadway Type	FTE Required*	Actual FTE
AEL	Type II	37	29
Beta LED	Type II	37	40
General Electric	Type II	37	42
Evolucia	Type II	37	56

*DOE evaluated hundreds of High Intensity Discharge (HID) fixtures to establish ENERGY STAR™ minimum FTE requirements. Minimum FTEs for LED luminaries were established to achieve at least 20% energy savings compared to top performing HID products.

The three most significant challenges facing the Company in the LED lighting market are (a) developing a recognizable brand name, (b) expanding our distribution network, and (c) driving down the cost of manufacturing and selling our products. Each of these issues is a priority for the Company at this time and going forward. In addition, as the LED lighting market continues to expand, the distribution efficiencies of the lighting market are likely to drive industry consolidation and product portfolio expansion as fixture companies compete for business across product lines.

Results of Operations for the Quarter ended March 31, 2013

For the three months ended March 31, 2013, the Company had a net loss of ($2,127,949), as compared to a net loss ($744,596) for the three months ended March 31, 2012, or an increase of $1,383,353. The significant factors contributing to this increase are discussed in more detail below.

Revenues

Revenues for the three months ended March 31, 2013 were $456,821, as compared to $611,228 for the three-month period ending March 31, 2012, which represented an decrease of $154,407 or approximately 25%. The decrease was the result of sales to fewer customers.

Gross Profit

The Company had a gross profit of $162,936, and a gross profit margin of 35.7% for the three months ended March 31, 2013, as compared to a gross profit of $221,837 or a gross profit margin of 36.3% for the three months ended March 31, 2012. The gross margin decreased slightly as a result of a changing product mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $1,426,522 for the three-month period ending March 31, 2013 from $713,945 for the three-month ended March 31, 2012, an increase of $712,577, or 100%. The major components are discussed below.

Compensation & Benefits

Compensation & Benefits expenses were $907,751 for the three months ended March 31, 2013, compared to $222,364 for the three months ended March 31, 2012, an increase of $685,387 or approximately 300%. $335,842 of this increase is related to non-cash expenses associated with stock options awarded to employees. The remaining increase, $349,545 is due to an increase in the number of employees, 14 (24 vs. 10).

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General and Administrative

General and administrative expenses are the expenses of operating the business on a daily basis that are not related directly to cost of goods and include travel and entertainment, legal and professional fees, selling and marketing, and occupancy and office expenses. For the three months ended March 31, 2013 the Company incurred aggregate expense of $518,771 in this area, compared to $491,581 for the three months ended March 31, 2012, an increase of $27,190 or 6%. The majority of this increase is related to increases in travel and entertainment, $109,377, occupancy and office, $32,574, sales and marketing, $42,744, and engineering, $14,530, offset by savings in consultants, $98,728, and legal and professional, $82,933.

Other Income and Expenses

Other income and expense reflects interest expense (net of interest income) as discussed below:

Total interest expense for the three months ended March 31, 2013 was $864,363 compared to $252,488 for the three months ended March 31, 2012, an increase of $611,875. $471,000 of this increase is attributable to the expense associated with the issuance of warrants during the period of $704,000 compared to $233,000 of debt conversion costs in 2012, while the remaining amount, $140,875, is related to an increase in total company borrowings.  

Liquidity and Capital Resources

The Company’s cash flow from operations is insufficient to meet its current obligations. In fiscal year 2012 and through the first quarter of 2013, the Company relied upon additional investment through sales of common stock, lines of credit, and debentures in order to fund its operations.

Cash Flows and Working Capital

To date, we have financed our operations primarily through the sale of equity and debt. As of March 31, 2013, we had $580,612 in cash and cash equivalents. We had receivables, net of allowances, of $93,411 and inventory of $1,321,190. Our current liabilities as of that date were $4,456,503.

Our sales cycle can be several months or longer, with some costs incurred up front, making our business working capital intensive. Also, because we build our products based upon a specific order, it can take up to 90 days to fulfill an order, followed by a period of time in which to collect our receivables.

The Company outsources its manufacturing; consequently, we do not have significant capital equipment expenditures, although tooling costs can reduce our product cost when justified by the level of sales.

For the Three Month Period Ended
	March 31, 2013		December 31, 2012
Cash flows used in Operations	$	(1,224,467)	$	(166,813)
Investing Activities	$	(59,061)	$	-
Financing Activities	$	221,656	$	1,645,881
Cash at end of period	$	580,612	$	1,714,946

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2013 totaled ($1,224,467) as compared to ($166,813) for the nine months ended March 31, 2012.  During the period ended March 31, 2013, the cash used in operating activities consisted principally of the net loss from operations.

Investing Activities

Net cash used in investing for the three months ended March 31, 2013 was ($59,061) as compared to $0 for the three months ended March 31, 2012. The represents capital expenditures primarily associated with the purchase of the company’s new trade show booth.

Financing Activities

Our net cash provided by financing activities for the three months ended March 31, 2013 was $221,656, which primarily consisted of proceeds from a line of credit and loans.

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Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Our company has not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have

	an obligation under a guarantee contract, although we do have obligations under certain sales arrangements including purchase obligations to vendors
	a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,
	any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or
	any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research  and development services with us.

Plan of Operation

The Company is continuing to focus its operations on generating sales of LED products through our recently hired team of dedicated sales business development managers, regional sales managers, and our network of manufacturers’ representatives, as well as reducing the cost of producing its LED products in order to make them more price-competitive in the market. In addition, the Company is completing the development of its next generation lighting products and has implemented targeted marketing of its product lines to the global marketplace. We are leveraging several key relationships with energy service companies and original equipment manufacturers to increase sales and to take advantage of price concessions associated with larger orders.

The Company leases office space/warehouse facilities in Sarasota, Florida under an operating lease.  The lease term is for a period of sixty six months and commenced on April 14, 2010.  The base rent over the term is approximately $497,346.  The company is responsible for all taxes, insurance and utility expenses associated with the leased property. 

On October 28, 2012, the Company completely vacated its operations from its former headquarters at 106 Cattlemen Road, Sarasota, FL, 34232 due to the presence of mold. Headquarters office operations were moved temporarily to 6151 Lake Osprey Drive, Sarasota, FL 34240 while the manufacturing division, which also includes its warehouse, was moved temporarily to 6225 21st Street, Bradenton, FL  34203. The current facilities are rented on a month to month basis for approximately $15,622 per month.

The Company was responsible for an aggregate of approximately $280,000 in future rent payments at the time it vacated the above leased property. The Company is negotiating a settlement with the landlord but it cannot be assured that a settlement will be reached and the Company may be liable for the balance of unpaid rent due. No accrual has been recorded for this contingency has been recorded at March 31, 2013.

As of May 14, 2013,  the Company had 24 full-time employees and three active independent contractors. 

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Effect of Changes in Prices

Prices of equivalent incandescent lighting are lower than the price of the Company’s, and its competitors’, LED lighting products. Subsidies and cost-savings achieved over the life of our LED products have supported sales; however, in order to remain competitive, it will be necessary for us to reduce the cost of our products. We have reduced the cost of our products and the sales prices of those products in a meaningful way over the current fiscal year and are continuing to focus efforts in this area.

Critical Accounting Policies and Estimates

Critical accounting estimates are those that management deems to be most important to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective or complex judgments, due to the need to make estimates about the effects of matters that are inherently uncertain. We have identified our critical accounting estimates which are discussed below.

Use of Estimates

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, disclosures of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to bad debt expense and a credit to an allowance for uncollectible accounts based on its assessment of the current status of individual accounts. Accounts receivable balances that remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for uncollectible accounts and a credit to accounts receivable.

Accounting for Derivative Instruments

Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.

Research and Development

Research and Development ("R&D") expenses are charged to expense when incurred. The Company has consulting arrangements which are typically based upon a fee paid monthly or quarterly. Samples are purchased that are used in testing, and are expensed when purchased. R&D costs also include salaries and related personnel expenses, direct materials, laboratory supplies, equipment expenses and administrative expenses that are allocated to R&D based upon personnel costs.

Revenue Recognition

The Company recognizes revenue when the following conditions have been met: there is persuasive evidence an arrangement exists which includes a fixed price; there is reasonable assurance of collection; the services or products have been provided and delivered to the customer; no additional performance is required and title and risk of loss has passed to the customer. Products may be placed on consignment to a limited number of resellers. Revenue for these consignment transactions will also be recognized as noted above.

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Share-Based Payments

Compensation cost relating to share-based payment transactions are recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award).

Recent Accounting Pronouncements

The Company does not believe that any recently issued accounting pronouncements will have a material impact on its financial statements.

ITEM 3. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES.

Management Report on Disclosure Controls

Under the supervision and with the participation of management, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this by this Report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were not effective due to lack of segregation of duties and the need for an updated accounting system, which is in process.

 Remediation of Material Weaknesses in Internal Control over Financial Reporting

The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only two officers with management functions there is lack of segregation of duties.   The Company intends to continue to evaluate potentially engaging additional management personnel to alleviate this weakness.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2013, there were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results, other than as described below:

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Litigation with Supplier

The Company is defending a lawsuit brought by a supplier of a component part of the Evolucia LED light fixtures. The suit alleges that the Company owes a re-stocking fee for the return of certain inventory. The plaintiff has alleged damages in excess of $100,000. The Company believes it has substantial defenses to this lawsuit and intends to vigorously defend it. The lawsuit is in the early stages of pleadings, and the outcome of this case is uncertain at this time. The Company has incurred no significant legal fees to date in this case.

None of our directors, officers or affiliates are involved in a proceeding adverse to our business or have a material interest adverse to our business.

ITEM 1A. RISK FACTORS

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

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

On February 22, 2013 a private investor, shareholder, and director of the Company received a warrant for 107,000,000 shares at a purchase price per share of $0.025 pursuant to the investor making the entire Line of Credit available without restriction to the Company for use as working capital. The Warrant has a term of 5 years.

On February 27, 2013, a private investor, shareholder, and director of the Company received a warrant for 6,250,000 shares at a purchase price per share of $0.025 pursuant to the investor increasing the purchase order Line of Credit to $500,000. The Warrant has a term of 5 years

On March 4, 2013, the Company  granted a stock option on 1,000,000 shares to an employee of the Company. This option has an exercise price of $.025 per share and vests ratably over a four year period. The option has a term of 5 years.

On April 22, 2013, the Company entered into Securities Purchase Agreements and Security Agreements with several accredited investors (the “2013 Investors”) providing for the sale by the Company to the 2013 Investors of secured 14% Callable Promissory Notes in the aggregate amount of $2,000,000 (the "2013 Notes").  In addition to the 2013 Notes, the 2013 Investors also received common stock purchase warrants (the “2013 Warrants”) to acquire an aggregate of 95,821,680 shares of common stock of the Company.  In addition, historical investors holding secured notes in the principal amount of $300,000 have elected to convert the principal and interest owed inc connection with their secured notes into the 2013 and related 2013 Warrants resulting in the issuance of additional 2013 Notes in the principal amount of $380,237 and 2013 Warrants to purchase 18,217,482 shares of common stock.  

The 2013 Warrants are exercisable for five years at an exercise price of $0.025.  The Warrants are exercisable for a period of five years from the date of issuance at an exercise price of $0.025 per share on a cash basis only, subject to the Company increasing its authorized shares of common stock or implementing a reverse stock split of the outstanding shares of the Company's common stock to provide for the issuance of all shares of common stock upon exercise of all 2013 Warrants issued.  In the event the Company closes a Capital Transaction (as defined below), the Warrant holder may, by notice to the Company (a "Put Notice"), elect to sell to the Company, at the Repurchase Price (as defined below) all or such number of the Warrants held by the holder then outstanding as is specified in the Put Notice. Capital Transaction means any of the following: (i) any sale or other disposition of all or substantially all of the assets of the Company or any of its subsidiaries in any single transaction or series of related transactions; (ii) any transfer or other disposition in any single transaction or series of related transactions of the Company’s common stock representing in excess of 80% of the issued and outstanding shares of common stock or all of its subsidiary’s common stock; (iii) the closing of the Company’s underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of shares of common stock in which not less than $30,000,000 of gross proceeds are received by the Company for the account of the Company; (iv) the liquidation or dissolution of the Company or any of its material subsidiaries; or (v) a merger or consolidation of the Company or any of its material subsidiaries in which the Company or such material subsidiary, as applicable, is not the surviving entity. The Repurchase Price per share means the difference of (i) the quotient of the purchase price paid in connection with the Capital Transaction divided by the number of shares outstanding as of the date of the Capital Transaction plus the number of shares of common stock issuable upon exercise of all Warrants subject to a Put Notice plus all other shares of common stock issuable upon conversion or exercise of other derivative securities as of the date of the Capital Transaction less the (ii) the Purchase Price.

The above issuances were made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506 promulgated under Regulation D there under. The holders of the above securities are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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ITEM 4.  MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

Subsequent Events

On April 22, 2013, the Company entered into Securities Purchase Agreements and Security Agreements with several accredited investors (the “2013 Investors”) providing for the sale by the Company to the 2013 Investors of secured 14% Callable Promissory Notes in the aggregate amount of $2,000,000 (the "2013 Notes").  In addition to the 2013 Notes, the 2013 Investors also received common stock purchase warrants (the “2013 Warrants”) to acquire an aggregate of 95,821,680 shares of common stock of the Company. The 2013 Warrants are exercisable for five years at an exercise price of $0.025.  The Company received the proceeds in connection with this financing on April 22, 2013.

The 2013 Notes mature three years from the effective date (the "Maturity Date") and interest associated with the 2013 Notes is 14% per annum, which is payable on the Maturity Date.  The 2013 Notes can be prepaid in whole or in part at any time without the consent of the holder.  Interest must be paid on a monthly basis commencing on the 13th month following the issuance of the 2013 Notes. The 2013 Notes are secured by the assets of the Company.  The 2013 Notes are debt obligations arising other than in the ordinary course of business which constitute direct financial obligations of the Company.

The Warrants are exercisable for a period of five years from the date of issuance at an exercise price of $0.025 per share on a cash basis only, subject to the Company increasing its authorized shares of common stock or implementing a reverse stock split of the outstanding shares of the Company's common stock to provide for the issuance of all shares of common stock upon exercise of all 2013 Warrants issued.  In the event the Company closes a Capital Transaction (as defined below), the Warrant holder may, by notice to the Company (a "Put Notice"), elect to sell to the Company, at the Repurchase Price (as defined below) all or such number of the Warrants held by the holder then outstanding as is specified in the Put Notice. Capital Transaction means any of the following: (i) any sale or other disposition of all or substantially all of the assets of the Company or any of its subsidiaries in any single transaction or series of related transactions; (ii) any transfer or other disposition in any single transaction or series of related transactions of the Company’s common stock representing in excess of 80% of the issued and outstanding shares of common stock or all of its subsidiary’s common stock; (iii) the closing of the Company’s underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of shares of common stock in which not less than $30,000,000 of gross proceeds are received by the Company for the account of the Company; (iv) the liquidation or dissolution of the Company or any of its material subsidiaries; or (v) a merger or consolidation of the Company or any of its material subsidiaries in which the Company or such material subsidiary, as applicable, is not the surviving entity. The Repurchase Price per share means the difference of (i) the quotient of the purchase price paid in connection with the Capital Transaction divided by the number of shares outstanding as of the date of the Capital Transaction plus the number of shares of common stock issuable upon exercise of all Warrants subject to a Put Notice plus all other shares of common stock issuable upon conversion or exercise of other derivative securities as of the date of the Capital Transaction less the (ii) the Purchase Price.

In addition, historical investors holding secured notes in the principal amount of $300,000 have elected to convert the principal and interest owed inc connection with their secured notes into the 2013 and related 2013 Warrants resulting in the issuance of additional 2013 Notes in the principal amount of $380,237 and 2013 Warrants to purchase 18,217,482 shares of common stock.  

The securities were offered and sold to the investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

On March 20, 2013, the Company entered into a joint venture with Sunovia Energy Technologies Europe Sp. z o.o. (SETE), a Polish corporation which is unaffiliated with the Company. The agreement calls for the payment of $11 million to Evolucia by August 31, 2013 in exchange for the manufacture and distribution rights to the European markets.  Under the joint venture agreement, a new entity called Evolucia Europe Sp. z o.o. will be created, with Evolucia Inc. holding a 51% ownership share and SETE holding the remaining 49% ownership.  The joint venture agreement provides exclusive manufacturing rights to Evolucia Europe for the European markets. There is no assurance that the joint venture will be completed.

On May 6, 2013, the Company entered into a settlement agreement and general release with its former Chief Executive Officer. The agreement calls for the Company to deliver a Promissory Note in the amount of $328,849 at closing. The Note will bear interest at 9.0% per annum and will be due on May 14, 2014. The settlement was expected to close May 14, 2013.

Additionally, the Company is required to issue a second Promissory Note in the amount of $30,687 to its former Chief Executive Officer. The Note will bear interest at 9.0% per annum and will be due on May 14, 2014. In the event the Company raises capital in the amount of $3 million or more, then the note shall become immediately due and payable.

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ITEM 6. EXHIBITS

Exhibit No.	Description of Exhibit
3.1	Certificate of Change (1)
3.2	Agreement and Plan of Merger between Acadia Resources, Inc. and Sunovia Solar, Inc.(2)
3.3	Certificate of Merger between Sun Energy Solar, Inc. and Sunovia Solar, Inc. (2)
3.4	Certificate of Merger between Acadia Resources, Inc. and Sunovia Energy Technologies, Inc. (2)
3.5	Articles of Incorporation (3)
3.6	ByLaws (3)
3.7	Articles of Merger Pursuant to NRS 92.A.200 (18)
4.1	Form of Subscription Agreement (4)
4.2	Nonstatutory Stock Option Agreement between Evolucia Inc. and Charles B. Rockwood (19)
4.3	Common Stock Purchase Warrant issued to Thomas Siegfried (20)
4.4	Common Stock Purchase Warrant issued to Burton "Skip" Sack (20)
4.5	Common Stock Purchase Warrant issued to Burton "Skip" Sack (20)
4.6	Form of Subscription Agreement by and between Evolucia Inc. and Accredited Investors (23)
4.7	Form of 14% Callable Promissory Note (23)
4.8	Form of Warrant (23)
4.9	Form of Security Agreement (23)
10.1	Cancellation of Royalty Agreement (5)
10.2	Agreement between the Registrant and Carl Smith dated February 2, 2011(5)
10.3	Agreement between Sun Energy Solar, Inc. (predecessor in interest to Sunovia Solar, Inc.) and EPIR Technologies, Inc. dated November 1, 2007 (2)
10.4	Amended and Restated Research, Development and Supply Agreement, dated January 24, 2008, between EPIR Technologies, Inc. and the Registrant (6)
10.5	Stock Purchase Agreement between EPIR Technologies, Inc. and the Registrant dated January 24, 2008 (6)
10.6	Sunovia Energy Technologies, Inc. 2008 Incentive Stock Plan dated May 1, 2008 (7)
10.7	Common Stock Purchase Warrant between the Registrant and EPIR Technologies, Inc. dated April 15, 2009 (8)
10.8	Amendment No. 1 to the Amended and Restated Research, Development, and Supply Agreement dated April 15, 2009 (8)

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10.9	Form of Secured Convertible Debenture dated September 15, 2009 (9)
10.10	Form of Security Agreement dated September 15, 2009(9)
10.11	Form of Subsidiary Guarantee dated September 15, 2009 (9)
10.12	Form of Securities Purchase Agreement dated September 15, 2009(9)
10.13	Form of Promissory Note December, 2009 and January, 2010 (10)
10.14	Form of Promissory Note February, 2010 (10)
10.15	Form of Subscription Agreement dated August 24, 2010 ($.02 per share) (11)
10.16	Executive Employment Agreement between Arthur Buckland and the Registrant effective September 7, 2010 (12)
10.17	Settlement Agreement between the Registrant and EPIR Technologies, Inc. (13)
10.18	Form of 9% Convertible Promissory Note (14)
10.19	Form of 10% Promissory Note (15)
10.20	Form of 10% Convertible Secured Promissory Note Due July 1, 2013(15)
10.21	Consulting Agreement with VM5 Ventures, LLC (15)
10.22	Employment Agreement by and between the Company and Mel Interiano dated June 4, 2012 (16)
10.23	Termination and Settlement Agreement by and between the Company and VM5 Ventures LLC dated June 4, 2012 (16)
10.24	Manufacturing, Development and Investment Agreement, dated July 16, 2012, by and between Sunovia Energy Technologies, Inc. and Leader Electronics, Inc. (17)
10.25	Sales Representation Agreement, dated July 16, 2012, by and between Evolucia, Inc. and Leader r Electronics, Inc. (17)
10.26	Securities Purchase Agreement, dated July 16, 2012, by and between Sunovia Energy Technologies, Inc. and Jiangsu Leader Electronics, Inc. (17)
10.27	Executive Employment Agreement by and between Evolucia Inc. and Charles B. Rockwood dated September 13, 2012 (19)
10.28	Master Agreement by and between Evolucia Inc. and Sunovia Energy Technologies Europe Sp. z o.o., a Polish Corporation, dated March 19, 2013 (21)
10.29	Settlement Agreement and General Release by and between Evolucia Inc., on one hand, and Arthur Buckland, individually, and as custodian for Marc Buckland and Eunice Buckland on the other hand
10.30	Evolucia, Inc. 2013 Incentive Stock Plan (22)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1	Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S. C. Section 1350
32.2	Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S. C. Section 1350
EX-101.INS	XBRL INSTANCE DOCUMENT
EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

(1)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2007

(2)   Incorporated by reference to the Quarterly Report on Form 10QSB filed with the Securities and Exchange Commission on December 21, 2007

(3)   Incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on January 1, 2007

(4)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2008.

(5)   Incorporated by reference to the Annual Report on Form 10-K for the Transition Period ended December 31, 2010 filed with the Securities and Exchange Commission on April 20, 2011.

(6)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2008.

(7)   Incorporated by reference to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 15, 2008

(8)   Incorporated by reference to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 16, 2009

(9)   Incorporated by reference to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 13, 2009

(10)   Incorporated by reference to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 22, 2010.

(11)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2010.

(12)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission in August 27, 2010.

(13)   Incorporated by reference to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2011.

(14)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2011.

(15)   Incorporated by reference to the Annual Report on Form 10-K for the Transition Period ended December 31, 2011 filed with the Securities and Exchange Commission on March 30, 2012.

(16)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2012

(17)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2012.

(18)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2012.

(19)   Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2012.

(20) Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2013.

(21) Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 26, 2013

(22) Incorporated by reference to the Current Report on Form S-8 Registration Statement filed with the Securities and Exchange Commission on April 25, 2013.

(23) Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2013.

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SIGNATURES

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

EVOLUCIA, INC.

Signature	Title	Date
/s/ Mel Interiano	Chief Executive Officer and Director	May 15, 2013
Mel Interiano	(Principal Executive Officer)
/s/ Charles B. Rockwood	Executive Vice President and Chief Financial Officer	May 15, 2013
Charles B. Rockwood	(Principal Financial and Accounting Officer)

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EX-10.29

Exhibit 10.29 

SETTLEMENT AGREEMENT AND GENERAL RELEASE

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is made as of this 6 day of May 2013, by and between Evolucia Inc., formerly known as Sunovia Energy Technologies, Inc., a Nevada corporation (“ILED”), on one hand, and Arthur Buckland, individually (“Executive”), and as custodian for Marc Buckland and Eunice Buckland (collectively, the “Bucklands”) on the other hand.  ILED and the Bucklands are hereinafter referred to individually as a “party” and collectively as the “parties.”

BACKGROUND

WHEREAS, Executive and ILED entered into that certain Employment Agreement dated September 7, 2010 (the “Employment Agreement”); and

WHEREAS, on June 10, 2011, Executive, as custodian for Marc Buckland (“Custodian”), acquired a 9% Secured Convertible Promissory Note in the principal amount of $100,000 (the “Marc Buckland Note”); and

WHEREAS, on June 10, 2011, Eunice Buckland and Marc Buckland, as Joint Tenants with Right of Survivorship (together, “Eunice Buckland”), acquired a 9% Secured Convertible Promissory Note in the principal amount of $100,000 (the “Eunice Buckland Note”) (the Marc Buckland Note and the Eunice Buckland Note are together referred to as the “Notes”); and

WHEREAS, Executive incurred reimbursable business expenses for the benefit of ILED in the amount of $30,687.49 for which he has not been reimbursed; and

WHEREAS, Executive’s employment ceased on January 19, 2012; and

WHEREAS, ILED states that, effective March 27, 2012, one half of the principal balance of each of the Notes was modified and partially converted into 5,000,000 shares of common stock of ILED under each Note (the “Shares”), for a total of 10,000,000 Shares, the maturity date of each of the Notes was extended to July 1, 2013, the conversion price on the Notes was reduced to $0.01 per share, and the interest rate on the Notes was increased from 9% to 10% effective as of April 1, 2012, all pursuant to the executed conversion notices copies of which are attached hereto as Exhibit A (the “Conversion Notices”); and

WHEREAS, the parties are now desirous of resolving their differences without litigation.

NOW, THEREFORE, in consideration of the covenants herein contained, the receipt and sufficiency of which are hereby mutually acknowledged, the parties, with the intent of being legally bound hereby, agree as follows:

1.           a.           On the eighth day following the first date set forth above and assuming that Executive has not revoked or rescinded this Agreement pursuant to paragraphs 4 and 5 below (the “8th Day”), ILED agrees to:

(i)           Deliver to Executive and/or Executive’s counsel an original, executed Promissory Note in the principal amount of $328,849.32, a form of which is attached as Exhibit B.  Executive hereby represents that he is an accredited investor as such term is defined under the Securities Act of 1933, as amended.

(ii)           Deliver to Executive and/or Executive’s counsel an original, executed Promissory Note in the principal amount of $30,687.49, a form of which is attached as Exhibit C.

(iii)           Deliver to each of Custodian and Eunice Buckland an original executed letter agreement from a buyer (each, a “Purchase and Sale Agreement”), forms of which are attached as composite Exhibit D, also with ILED’s signature thereon as provided therein.

b.Also on the 8th Day, and assuming Executive has not revoked or rescinded this Agreement pursuant to paragraphs 4 and 5 below, Custodian and Eunice Buckland shall each deliver to ILED’s counsel such documents as are required by paragraph 1 of their respective Purchase and Sale Agreements, and immediately upon such receipt, the funds shall be wire transferred to Custodian and Eunice Buckland as provided in the Purchase and Sale Agreement.

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c.           The parties agree that the termination date of the Employment Agreement shall be January 19, 2012 (the “Termination Date”); that Arthur’s Buckland’s employment as Chief Executive Officer shall have terminated effective as of the Termination Date; and that each of the parties shall cease to have any obligations to the other under the Employment Agreement as of the Termination Date.    

d.Upon execution hereof, ILED shall deliver to Bucklands a copy of the corporate resolutions (meeting minutes or written consent in lieu thereof) of ILED’s Board of Directors approving the transactions contemplated by this Agreement and authorizing ILED’s appropriate officers to execute and perform under this Agreement as well as the related transaction documents.

The Bucklands acknowledge that they submitted the Conversion Notices to ILED.  ILED represents, warrants and agrees that such Conversion Notices were received and accepted by ILED, and the partial conversion and modification of the Notes was effective as of the dates of the Conversion Notices, notwithstanding any correspondence between the parties regarding such conversions or modifications or how or when the conversions were reported by ILED to the Securities and Exchange Commission or otherwise disclosed on ILED’s financial statements. The original notes were not tendered to ILED and physical stock certificates for the converted Shares were not issued to the Bucklands.  ILED represents and warrants that the Shares were issued to the Bucklands on such date in book entry form as evidenced by Island Stock Transfer statements attached hereto as Exhibit E.

The parties agree that the transactions contemplated by the Purchase and Sale Agreements are a material inducement to the Bucklands entering into this Agreement.  Accordingly, if such transactions are not fully consummated by 5:00pm EST on that date which is fourteen (14) days after Executive’s execution of this Agreement, this Agreement shall automatically become void and rescinded, as if never executed by any party hereto, without further action of any parties.

2.           Executive agrees that he shall continue to be bound to the terms of Sections 8, 9, 10 and 11 of the Employment Agreement, except that nothing herein shall be construed, in any way, to extend the obligations established under such Employment Agreement beyond that which is expressly stated therein.

3.           No Consideration Absent Execution of this Agreement. Executive understands and agrees that Executive would not receive the consideration specified in Section 1 above, except for the execution of this Agreement and the fulfillment of the promises contained herein.  Executive further acknowledges that the consideration received under this Agreement is above and beyond and in lieu of any consideration to which Executive would otherwise be entitled under any federal or state law.

4.           Revocation. Executive may revoke this Agreement for a period of seven (7) days following the day which Executive executes this Agreement. Any revocation within this period must be submitted, in writing, to CHARLES ROCKWOOD, CFO, (“ILED’s Representative”), and must state, “I hereby revoke my acceptance of our Settlement Agreement and General Release.” The revocation must be personally delivered to ILED’s Representative, or mailed to ILED’s Representative and postmarked within seven (7) days of execution of this Agreement. This Agreement shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday or legal holiday in Florida, then the revocation period shall not expire until the following day which is not a Saturday, Sunday or legal holiday.

5.           Mutual General Release.  Each of the parties does hereby for himself, herself, or itself, as applicable, and for his, her or its heirs, representatives, attorneys, executors, administrators, successors and assigns, release, acquit and forever discharge the other party, together with his, her or its, as applicable, parents, subsidiaries, affiliates, predecessors, and successor corporations and business entities, past, present and future, and its and their agents, directors, officers, employees, shareholders, insurers and reinsurers, and employee benefit plans (and the trustees, administrators, fiduciaries, agents, insurers, and reinsurers of such plans) past, present and future, and their heirs, executors, administrators, predecessors, successors, and assigns from any and all actions, causes of action, obligations, costs, expenses, attorneys’ fees, damages, losses, claims, liabilities, suits, debts, demands and benefits of whatever character in law, or in equity, known or unknown, suspected or unsuspected, matured or unmatured, of any kind or nature, whatsoever, now existing or arising in the future based on any act or omission, event, occurrence, or non-occurrence, from the beginning of time to the date of execution of this Agreement.  The release contained herein does not release the obligations of any party under this Agreement or any right to indemnification as set forth in paragraph 8 below or of Executive by ILED under applicable law and/or to insurance under any applicable liability policy for acts or omissions occurring prior to Executive’s last day of employment.

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The above release includes, but is not limited to, any claims or causes of action arising out of or in any way relating to Executive’s employment with ILED and his separation of employment from ILED, the termination of the Employment Agreement or in connection with the Notes or the Shares.  ILED, Executive, Custodian and Eunice Buckland on the one hand and Thomas Siegfried and Craig Hall on the other, and in addition to the above named parties, mutually and specifically release, acquit and forever discharge each other as part of this mutual general release.  The parties agree that this release includes any and all claims between them pertaining to (a) any and all claims of violation of any foreign or United States federal, state, provincial and local law arising from or relating to Employee’s recruitment, hire, employment and termination of employment with the Company; (b) any and all claims of wrongful discharge, emotional distress, defamation, misrepresentation, fraud, detrimental reliance, breach of contractual obligations, promissory estoppel, negligence, assault and battery, and violation of public policy; (c) all claims to disputed wages, compensation, and benefits, including any claims for violation of applicable state laws relating to wages and hours of work; and any and all claims for monetary damages and any other form of personal relief.  Executive acknowledges that his release of ILED includes without limitation:

The National Labor Relations Act, as amended;

Title VII of the Civil Rights Act of 1964, as amended;

Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

The Employee Retirement Income Security Act of 1974, as amended

The Immigration Reform and Control Act, as amended;

The Americans with Disabilities Act of 1990, as amended;

The Age Discrimination in Employment Act of 1967, as amended;

The Older Workers Benefit Protection Act;

The Worker Adjustment and Retraining Notification Act, as amended;

The Fair Labor Standards Act, as amended;

The Occupational Safety and Health Act, as amended;

The Family and Medical Leave Act, as amended;

The Genetic Information Non-Discrimination Act;

The Occupational Safety and Health Act, as amended;

The Sarbanes-Oxley Act of 2002;

Florida’s Private-Sector Whistle-Blower’s Act;

Florida’s Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim pursuant to Florida Statute §440.205;

The Florida Equal Pay Act;

The Florida Omnibus Aids Act;

Florida’s Statutory Provisions Regarding Employment Discrimination on the Basis of and Mandatory Screening or Testing for Sickle Cell Trait;

Florida’s Domestic Violence Leave Act;

Florida’s Preservation & Protection of Right to Keep & Bear Arms in Motor Vehicles Act;

Florida’s General Labor Regulations;

The Florida Wage and Hour Laws, as amended;

The Florida Minimum Wage Act;

The Florida Civil Rights Act, as amended;

Equal Pay Law for Florida and the federal Equal Pay Acts, as amended;

The City of Sarasota Non-Discrimination Ordinance No. 03-4462, Chapter 18 of the Sarasota City Code;

Any other federal, state, or local civil or human rights law or any other local, state, or federal law, regulation or ordinance;

Any public policy, contract, tort or common law; and

Any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.

The above list is illustrative only and is not meant in any way to limit the release given by Executive.  In consideration of the valuable consideration provided for in this Agreement, the parties intend to give up any rights he/she/they/it might have under these or any other laws with respect to Executive’s employment or association with ILED and the termination of his engagement or association with ILED.

For the purpose of implementing a full and complete release, the parties expressly acknowledge that the releases they give in this release are intended to include in their effect, without limitation, claims that they did not know or suspect to exist in their favor at the time of the effective date of this release, regardless of whether the knowledge of such claims or the facts upon which they might be based would materially have affected the settlement of this matter, and that the consideration given under this release is also for the release of those claims and contemplates the extinguishment of any unknown claims.

Executive understands that he has twenty-one (21) days from the date of his receipt of this release, not counting the date upon which he receives it, to consider whether he wishes to sign the release.  Executive acknowledges that if he signs this release prior to the end of the twenty-one (21) day period, such decision is Executive’s voluntary and personal decision.

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6.           No Admission of Liability.  Each party agrees that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed, at any time, for any purpose, as an admission by the other party of any liability or unlawful conduct of any kind.

7.           Non-Disparagement.

(a)           Executive, Custodian, Eunice Buckland and the Bucklands, on the one hand, and ILED, on the other hand, shall not make any disparaging comments regarding the other, or any of their respective officers, directors, partners, managers, donors, non-profits collaborators, agents, attorneys or employees (collectively, the “Representatives”), including regarding the current or past performance of Executive, the Bucklands, ILED or the Representatives.  Disclosure of information required to be disclosed by either party pursuant to any applicable law, court order, subpoena, compulsory process of law, or governmental decree shall not constitute a violation or breach of this Agreement provided, that the disclosing party delivers written notice of such required disclosure to the other parties promptly before making such disclosure if such notice is not prohibited by applicable law, court order, subpoena, compulsory process of law, or governmental decree.

(b)           No party hereto, nor any of its respective Affiliates (as such term is defined in Rule 405 under the Securities Act of 1933, as amended) or representatives, shall issue any press release or other publicly available document or make any public statement, grant any interviews with the press or any other persons, or otherwise make any public statements concerning the Agreement. Notwithstanding any provisions of this Agreement to the contrary, no provision of this Agreement shall prohibit any party from (a) filing any documents required by the Securities and Exchange Commission (the “SEC”) or applicable state securities agencies or making any other public disclosure required by the federal or state securities law, provided that the content of any document so filed does not violate any of the other terms and conditions of this Agreement unless such content constitutes disclosure required by any securities laws or rules or regulations promulgated from time to time by the SEC or applicable state securities agencies, (b) filing any documents or disclosing any information required to be filed or disclosed pursuant to the Internal Revenue Code of 1986, as amended, the rules and regulations thereunder, any applicable state or local tax code, or the rules and regulations under such state or local tax code, (c) responding to any legal subpoena or other judicially enforceable written request from any court or governmental agency of competent jurisdiction and testifying truthfully pursuant to such subpoena or other request, and (d) enforcing any rights of such party under this Agreement.  In the event any party receives any legal subpoena or other judicially enforceable written request from any court or governmental agency of competent jurisdiction concerning any matter covered in this Agreement, the Party receiving such subpoena or written request shall promptly notify the other hereto.  If permitted by law, a Party shall not produce or disclose any material until it notifies the other Parties’ counsel and allows such counsel 72 hours to respond, in order to allow the other Parties to seek relief from such subpoena or other written request.  In all events in which a Party can practically do so without risking contempt or similar sanctions, such party shall provide the other parties with at least seven business days’ notice of such subpoena or written request.  The parties hereby acknowledge that ILED will file a Form 8-K Current Report disclosing the material terms of this Agreement and attaching the Agreement and the promissory notes issued under Section 1 of this Agreement as exhibits thereto.

8.           Indemnification by ILED.  ILED agrees to defend (including payment of attorneys’ fees and costs), hold harmless and indemnify Custodian, Eunice Buckland, Executive and the Bucklands, jointly and severally, from any and all claims, damages, judgments, liens, attorneys’ fees, costs or actions of any form arising out of or related to the sale of the Shares and Notes referenced in Section 1 above.

9.           Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing, and shall be deemed effective upon (a) personal delivery, if delivered by hand, (b) three business days after the date of deposit in the mails, first class postage prepaid, if mailed by certified or registered United States mail, return receipt requested, or (c) the next business day, if sent by a prepaid overnight courier service, and in each case addressed as follows:

If to the Bucklands, Custodian, Eunice Buckland or Executive to:

c/o Arthur Buckland

PO Box 1094

Osprey, Florida 34229-1094

with a copy to:

Mary Ruth Houston, Esq.

Shutts & Bowen LLP

300 South Orange Avenue

Suite 1000

Orlando, Florida 32801

Facsimile:  (407) 425-8316

If to ILED:

Evolucia Inc.

6151 Lake Osprey Drive, Third Floor

Sarasota, FL 34240

Attention: CFO

Facsimile:

with a copy to:

Stephen M. Fleming, Esq.

Fleming PLLC

49 Front Street, Suite #206

Rockville Centre, New York 11570

Facsimile:  (516) 977-1209

Or to such other address as either party shall have previously specified in writing to the other.

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10.            409A.  The parties intend for the payments and benefits under this Agreement to be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section and intend that this Agreement shall be construed and administered in accordance with such intention.  Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation.

11.           No Attachment.  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however, that nothing in this Section shall preclude the assumption of such rights by executors, administrators or other legal representatives of Executive, Custodian, or Eunice Buckland or their estate(s) and their assigning any rights hereunder to the person or persons entitled thereto.

12.           Binding Agreement; No Assignment.  This Agreement shall be binding upon, and shall inure to the benefit of the parties and their respective permitted successors, assigns, heirs, beneficiaries and representatives. This Agreement is personal to Custodian, Eunice Buckland and Executive and may not be assigned by them without the prior written consent of the Board, as evidenced by a resolution of the Board.  This Agreement may not be assigned by ILED without the prior written consent of each of the Bucklands.  Any attempted assignment in violation of this Section shall be null and void.

13.           Governing Law.  This Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida.

14.           Severability.  The invalidity or unenforceability of any provision of this Agreement or any terms hereof shall not affect the validity or enforceability of any other provision or terms of the Agreement.

15.           Entire Agreement.  This Agreement shall constitute the entire agreement between the parties with respect to the subjects herein, and supersedes all previous written, oral or implied understandings between them, except as specifically provided herein.

16.           Amendments.  This Agreement may only be amended or otherwise modified by a writing executed by each of the parties hereto.

17.           Relief.  The parties also agree that in the event of a legal action or other proceeding arising under this Agreement or a dispute regarding any alleged breach, default, claim, or misrepresentation arising out of this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, whether incurred before suit but after the date hereof, during suit, or at the appellate level. The prevailing party shall also be entitled to recover any attorneys’ fees and costs incurred in litigating the entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of attorneys’ fees and costs due to it.

18.           Voluntariness.  The parties represent that they have read this Agreement and understand its terms.  The parties acknowledge that, prior to assenting to the terms of this Agreement, they have been given a reasonable period of time to review it, and to consult with legal counsel.  The parties agree that the language used in this Agreement is the language chosen by the parties to express their mutual intent, and that they have entered into this Agreement freely and voluntarily and without pressure or coercion from anyone.

19.           Special Authority.  Each party executing this Agreement represents and warrants to the other parties that the individual executing this Agreement on behalf of such party has the power and authority to execute this Agreement and to bind such party to the terms and conditions of this Agreement by executing this Agreement.

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IN WITNESS WHEREOF, ILED has caused this Agreement to be executed and delivered by its duly authorized officer and Executive, Custodian, and Eunice Buckland have signed this Agreement, all as of the first date written above.

EVOLUCIA INC.

By: /s/ Mel Interiano

Name:  Mel Interiano

Its:  CEO and Chairman of the Board

/s/ Arthur Buckland

Arthur Buckland, individually

/s/ Arthur Buckland

Arthur Buckland, as custodian for Marc Buckland

/s/ Marc Buckland

Marc Buckland

/s/ Eunice Buckland

Eunice Buckland

As to paragraph 5 only:

/s/ Thomas Siegfried

Thomas Siegfried, individually

/s/ Craig Hall

Craig Hall, individually

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Mel Interiano, certify that:

1. I have reviewed this Form 10-Q for the quarter ended March 31, 2013 of Evolucia Inc.;

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

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

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

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

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

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

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

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

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

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

May 15, 2013	/s/ Mel Interiano
	Mel Interiano
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Charles B. Rockwood, certify that:

1. I have reviewed this Form 10-Q for the quarter ended March 31, 2013 of Evolucia Inc.;

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

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

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

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

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

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

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

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

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

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

May 15, 2013	/s/ Charles B. Rockwood
	Charles B. Rockwood
	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Evolucia Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mel Interiano, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

May 15, 2013	/s/ Mel Interiano
	Mel Interiano
	Chief Executive Officer (Principal Executive Officer)

EX-32.2

  EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Evolucia Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Charles B. Rockwood, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

May 15, 2013	/s/ Charles B. Rockwood
	Charles B. Rockwood
	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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STOCK OPTIONS

3 Months Ended

Mar. 31, 2013

STOCK OPTIONS [Abstract]

STOCK OPTIONS

NOTE D – STOCK OPTIONS

On May 1, 2008, the Company adopted the 2008 Incentive Stock Plan and April 25, 2013, the Company adopted the 2013 Incentive Stock Plan. (“the “Plans”) designed to retain directors, employees, executives and consultants and reward them for making major contributions to the success of the Company. The following is a summary of the Plans and does not purport to be a complete description of all of its provisions.

The Plans are administered by the board of directors. The plans did not have any individual caps other than the limitation of granting incentive stock options to employees and the exercise of more than $100,000 in fair market value of stock per year. The plans permit the grant of restricted stock and non-statutory options to participants where appropriate. The maximum number of shares issuable under the Plans is 125,000,000 and 50,000,000. The Plans shall terminate ten years from the date adopted. The board of directors may, as permitted by law, modify the terms of any grants under the Plans, and also amend, suspend, or extend the Plan itself. In addition, options may be issued outside of the plan by the Company.

During the period ended March 31, 2013, the Company granted stock options for 114,250,000 shares to affiliates or employees of the Company. The options have exercise prices of $.025 to $.03 per share and vest immediately for 113,250,000 options which were granted pursuant to lines of credit and over a 4 year period for 1,000,000 options which were granted for services. The options have a term of 5 years.

The options are valued using the Black-Scholes option pricing model with the following assumptions.

Term 5 years, Volatility 120%, Discount rate 1% and dividend yield 0%.

The options had a fair value of $2,819,000 which is being amortized over the term of the lines of credit of 1 year for the 113,250,000 options and the vesting period of the other 1,000,000 options.

During the three months ended March 31, 2013, an aggregate of $989,000 was charged to operations related to options granted during the current year and prior years. Of this amount $704,000 was charged to interest expense and $285,000 was charged to selling, general and administrative expense.

At March 31, 2013, there was an aggregate of approximately $4,193,000 of unrecognized charges related to stock options which vest in future periods.

A summary of stock options outstanding, including options granted outside of the Plan is as follows:

	Shares
Options outstanding at
beginning of year		206,876, 660
Options granted		114,250,000
Outstanding at March 31, 2013		321,126,660
Exercisable at March 31, 2013		190,393,327

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COMMITMENTS, CONCENTRATIONS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2013

COMMITMENTS, CONCENTRATIONS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE C – COMMITMENTS, CONCENTRATIONS AND CONTINGENCIES

Manufacturing, development and investment agreement

On July 12, 2012, the Company entered into a manufacturing, development and investment agreement with Leader Electronics, Inc. (“LEI”).

Pursuant to the agreement - LEI will (i) collaborate in the next generation design of the Products, (ii) design and implement LEI power supplies into the Products as provided in the Specifications, (iii) invest One Million Dollars (US $1,000,000) into the Company, (iv) lease for the Company’s use equipment representing a value of Two Million Dollars (US $2,000,000) which will include manufacturing, test and product equipment and tooling mentioned below to be more specifically identified by the parties, (v) manufacture the Products (A) at a 10% discount to the market rate against non-cancellable purchase orders from the Company for one year following the initial purchase orders and thereafter at a 5% discount to the market rate until a full Eight Million Dollars ($8,000,000) in discounts have been earned by the Company and (B) provide working capital to manufacturing all Products with net payment terms of 45 days, (vi) LEI will acquire all needed tooling, and (vii) serve as an exclusive distributor for the Asia Territory.

In addition, the Company will (i) appoint LEI as the exclusive manufacturer for the Products sold in the Asia Territory, (ii) appoint LEI as an exclusive distributor for the Asia Territory and (iii) provide non-cancellable and irrevocable stand-by Letter of Credit for beneficiary of LEI prior to the shipment of Product or provide payment for the Product prior to shipment.

LEI will purchase Twelve Million Five Hundred (12,500,000) shares of common stock (the “Shares”) of the Company for an aggregate purchase price of One Million Dollars (US $1,000,000) within two (2) business days of the Effective Date. In the event the Company does not place orders for the Products within five (5) years from the Effective Date (the “Order Date”), then LEI shall be entitled to sell to the Company the lesser of (i) Shares it has not resold as of the Order Date or (ii) the portion of Shares representing the amount of Products that the Company has not ordered. For example, in the event the Company has placed orders for 80% of the Products, then LEI will be entitled to sell back to the Company as of the Order Date the lesser of the number of Shares that have not been resold by LEI or 20% of the Shares. The per share price will be $0.08. LEI invested the $1,000,000 on July 20, 2012 and this investment has been classified as a liability in the Company’s financial statements because of the contingency related to the share repurchase agreement.

Other Litigation

The Company is defending a lawsuit brought by a supplier of a component part of its LED lighting fixtures. The suit alleges that the Company owes a re-stocking fee in excess of $100,000 for the return of certain parts. The Company believes it has substantial defenses to this suit and intends to vigorously defend it. The lawsuit is in the early stages of pleadings, and the outcome is uncertain. No significant legal fees have been incurred in this case to date.

Concentrations

During the three months ended March 31, 2013 and 2012, the Company sold LED lighting products aggregating approximately 63% of revenue to 1 customer and 58% of revenue to 3 customers, respectively, which sales individually represented in excess of 10% of the Company’s net revenues.

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Consolidated Balance Sheets (USD $)	Mar. 31, 2013		Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 580,612	[1]	$ 1,642,464
Accounts receivable, current	93,411	[1]	112,982
Inventory, current	1,321,190	[1]	1,280,072
Prepaid expenses and other current assets	367,140	[1]	59,598
Total current assets	2,362,353	[1]	3,095,116
Property and equipment, at cost, net of accumulated depreciation	129,300	[1]	113,584
Other assets:
Deposits and other assets	13,033	[1]	190,607
Total assets	2,504,686	[1]	3,399,307
Current liabilities:
Accounts payable and accruals	1,169,127	[1]	1,404,752
Lines of credit - affiliates	2,212,376	[1]	83,067
Deferred revenue	1,000,000	[1]	1,000,000
Current portion of notes payable	75,000	[1]	292,642
Total current liabilities	4,456,503	[1]	2,780,461
Long-term debt	1,338,968	[1]	2,821,326
Commitments and contingencies (Note H)
Stockholders' equity (deficit):
Common stock, $0.001 par value, 1,500,000,000 shares authorized, 1,199,974,396 and 1,197,771,827 shares issued and outstanding	1,199,976	[1]	1,197,771
Additional paid-in capital	88,091,796	[1]	87,054,357
Accumulated (deficit)	(92,548,082)	[1]	(90,420,133)
Stockholders' equity before treasury stock	(3,256,310)	[1]	(2,168,005)
Less: Treasury stock, at cost, 313,400 shares	(34,475)	[1]	(34,475)
Stockholders' equity	(3,290,785)	[1]	(2,202,480)
Total Liabilities and Stockholders' equity	$ 2,504,686	[1]	$ 3,399,307

[1] Unaudited

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization, Nature, and Continuance of Operations

Evolucia Inc. (“the “Company”) (formerly Sunovia Energy Technologies, Inc.) is a Nevada corporation engaged in the business of providing energy-efficient and sustainable energy solutions primarily through the design, manufacture and sale of light emitting diode (LED) lighting solutions for outdoor and area lighting. The Company designs, manufactures and sells environmentally responsible, energy-efficient lighting products based on the latest and most efficient LED technologies and its own patented Aimed Optics™ technology, which improves efficiency and energy savings by aiming light where it is needed most, providing for safe and more effective outdoor and area lighting while eliminating wasted light. In the past, the Company also engaged in research and development in solar energy and infrared technologies; however, the Company is no longer engaged in those activities.

Basis of presentation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material inter-company accounts, transactions and profits have been eliminated. In the opinion of management, these consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the results for and as of the periods shown. The accompanying consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles. However, certain information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for such periods are not necessarily indicative of the results expected for 2013 or for any future period. These financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

Continuance of Operations

Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Although we have incurred losses from operations and have a significant accumulated deficit at March 31, 2013, we believe we have adequate resources, such as cash on-hand, our credit facilities, and the proceeds from a private placement during the second quarter of 2013 to meet our operating commitments through December 31, 2013. Furthermore, we expect to have positive cash flows from operations in 2013. In the event these resources and operating cash flows are not sufficient to fully fund our operating commitments or our growth, we would look to secure additional debt or equity financing. There can be no guarantee that we will be successful securing funding. In the event we are unable to fund our operations by positive operating cash flows or additional funding, we may be forced to reduce our expenses and slow down our growth rate. Accordingly, our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Use of Estimates

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, disclosures of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of stock based charges, the receivable allowance and the inventory reserve.

Share-Based Payments

ASC 718, Stock Compensation requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the grant date fair value of the award.

We record the grant date fair value of stock-based compensation awards as an expense over the vesting period of the related stock options. In order to determine the fair value of the stock options on the date of grant, we use the Black-Scholes option-pricing model. Inherent in this model are assumptions related to expected stock-price volatility, option life, risk-free interest rate and dividend yield. Although the risk-free interest rates and dividend yield are less subjective assumptions, typically based on factual data derived from public sources, the expected stock-price volatility, forfeiture rate and option life assumptions require a greater level of judgment which make them critical accounting estimates.

We use an expected stock-price volatility assumption that is based on historical volatilities of our common stock and we estimate the forfeiture rate and option life based on historical data related to prior option grants.

Inventory

Inventory consists principally of electronic components used in the assembly of LED lights. Inventory is stated at the lower of cost of market on a first in first out basis.

Loss Per Share

Loss per share is computed using the basic and diluted calculations on the statement of operations. Basic income (loss) per share is calculated by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Weighted average number of shares has been adjusted for stock splits and reverse stock splits. Diluted income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method. During periods in which a loss is incurred common stock equivalents are not considered in the computation as their effect would be anti-dilutive. he total number of share equivalents not included in the calculation at March 31, 2013, consisted of approximately 321,127,000 options of which approximately 190,393,000 are vested.

Reclassifications

Certain amounts for the period ended March 31, 2012, have been reclassified in the comparative financial statements to be comparable to the presentation for the period ended March 31, 2013. These reclassifications had no effect on net loss as previously reported.

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SUBSEQUENT EVENTS (Narrative) (Details) (USD $)	0 Months Ended			5 Months Ended
	Apr. 14, 2013	Mar. 20, 2013	Nov. 27, 2011	Apr. 15, 2013	Mar. 31, 2013
SUBSEQUENT EVENTS [Abstract]
Subsequent event amount of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum			$ 5,000,000
Subsequent event interest rate of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum (in Percent)			14.00%
Subsequent event monetary unit of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum			50,000
Subsequent event minimum number of unit sales of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum (in Number)			40
Subsequent event value of sale of minimum number of unit sales of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum			2,000,000
Subsequent event maximum number of unit sales of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum (in Number)			100
Subsequent event maturity term of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum (in Duration)			36 months
Subsequent event term of initial interest accrual of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum (in Duration)			12 months
Subsequent event period after which accrued interest of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum is payable (in Duration)			13 months
Subsequent event shares issuable under Common Stock Purchase Warrants issued in conjunction with Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum (in Shares)			2,395,542
Subsequent event unit sales of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum (in Number)				40
Subsequent event proceeds from unit sales of Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum				2,000,000
Subsequent event amount of payment to company by joint venture partner in exchange for manufacture and distribution rights in the European markets		11,000,000
Subsequent event percentage ownership of company in joint venture in the European markets (in Percent)		51.00%
Subsequent event percentage ownership of partner in joint venture in the European markets (in Percent)		49.00%
Subsequent event Settlement Agreement and General release with former CEO amount of Note issued	328,849
Subsequent event Settlement Agreement and General Release with former CEO interest rate of Note issued (in Percent)	9.00%
Subsequent event Settlement Agreement and General Release with former CEO amount of second Note issued	30,687
Subsequent event Settlement Agreement and General Release with former CEO interest rate of second Note issued (in Percent)	9.00%
Subsequent event minimum capital raise required for second note issued under Settlement Agreement and General Release with former CEO to become immediately due and payable	$ 3,000,000
Subsequent event exercise price of shares issuable under Common Stock Purchase Warrants issued in conjunction with Callable Promissory Notes for which the company initiated the sale in a confidential private placement memorandum (in Dollars per Share)			$ 0.025
Subsequent event, shares of common stock issued for services (in Shares)					6,428,571

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STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2013

STOCKHOLDERS' EQUITY (DEFICIT) [Abstract]

STOCKHOLDERS' EQUITY (DEFICIT)

NOTE B - STOCKHOLDERS' EQUITY

Common Stock

During the first quarter the Company issued 2,203,569 shares of its common stock for services. These shares were valued at the trading price of the Company’s common stock on the date the issuances were agreed to or $50,842.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013		Dec. 31, 2012
Consolidated Balance Sheets
Common stock, par value (in Dollars per share)	$ 0.001	[1]	$ 0.001
Common stock, shares authorized (in Shares)	1,500,000,000	[1]	1,500,000,000
Common stock, shares issued (in Shares)	1,199,974,396	[1]	1,197,771,827
Common stock, shares outstanding (in Shares)	1,199,974,396	[1]	1,197,771,827
Treasury stock, shares (in Shares)	313,400	[1]	313,400

[1] Unaudited

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COMMITMENTS, CONCENTRATIONS AND CONTINGENCIES (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
COMMITMENTS, CONCENTRATIONS AND CONTINGENCIES [Abstract]
LEI investment into the Company under collaborative arrangement	$ 1,000,000
Value of leased equipment provided Company by LEI under collborative arrangement	2,000,000
Discount rate off market rate to manufacture products provided Company by LEI ,applied against non-cancellable Company purchase orders for one year under colloborative arrangement (in Percent)	10.00%
Period of time applicable to discount rate off market rate to manufacture products provided Company by LEI ,applied against non-cancellable Company purchase orders under colloborative arrangement (Duration)	1 year
Discount rate off market rate to manufacture products provided Company by LEI ,applied against non-cancellable Company purchase orders after one year until eight million dollars of discounts have been earned by the company, under collaborative arrangement (in Percent)	5.00%
Maximum discount which can be earned by the company under collaborative arrangement	8,000,000
Payment terms on working capital provided to company under collaborative arrangement (Duration)	45 days
Number of shares of common stock to be purchased by LEI (in Shares)	12,500,000
Aggregate purchase price collaborative partner will pay to purchase twelve point five million shares of company stock	1,000,000
Period from effective date of collaborative agreement that partner will have to purchase twelve point five million shares of company stock	2 days
Maximum period of time Company has to place orders for products under collaborative arrangement without triggering LEI entitlement to sell the Company the lessor of the number of shares not then resold by LEI and the portion of shares representing the amount of Products that the Company has not ordered (Duration)	5 years
Share price for resale of Company stock to Company under collaborative arrangement (in Dollars per share)	$ 0.08
Investment under collaborative arrangement recorded as a liability because of the contingency related to the share repurchase agreement	1,000,000
Minimum amount of restocking fee	$ 100,000
Concentration Risk [Line items]
Minimum percentage of revenue earned from each customer individually (in Percent)	10.00%
One customer [Member]
Concentration Risk [Line items]
Percentage of revenue (in Percent)	63.00%
Three customers [Member]
Concentration Risk [Line items]
Percentage of revenue (in Percent)	58.00%

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 14, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	Evolucia Inc.
Entity Central Index Key	0001383006
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock Shares Outstanding		1,206,402,967
Entity Current Reporting Status	Yes
Entity Voluntary Filer	No
Well Known Seasoned Issuer	No

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STOCK OPTIONS (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum value of stock to be exercised by employees each year	$ 100,000
Number of options granted to affiliates or employees (in Shares)	114,250,000
Shares issued for services (in Shares)	2,203,569
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of options granted to affiliates or employees (in Shares)	114,250,000
Stock option granted, vesting period (in Duration)	4 years
Term of stock option granted (in Duration)	5 years
Shares issued for services (in Shares)	1,000,000
Number of options granted pursuant to lines of credit (in Shares)	113,250,000
Stock options expected volatility rate (in Percent)	120.00%
Stock options expected discount rate (in Percent)	1.00%
Stock options expected dividend yield (in Percent)	0.00%
Fair value of options outstanding	2,819,000
Amount charged to operations related to stock options	989,000
Amount charged to interest expense, related to stock options	704,000
Amount charged to selling, general and administrative expense, related to stock options	285,000
Aggregate of unrecognized charges related to stock options which vest in future periods	$ 4,193,000
Stock Options [Member] | Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option granted, exercise price (in Dollars per Share)	$ 0.03
Stock Options [Member] | Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option granted, exercise price (in Dollars per Share)	$ 0.025
2008 Incentive Stock Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of shares issuable under the plan (in Shares)	125,000,000
Number of years in which plan will expire (in Duration)	10 years
2013 Incentive Stock Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of shares issuable under the plan (in Shares)	50,000,000
Number of years in which plan will expire (in Duration)	10 years

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Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Statements of Operations
Sales	$ 456,821	$ 611,228
Cost of sales	293,885	389,391
Gross profit (loss)	162,936	221,837
Operating expenses:
Selling, general and administrative expenses	1,426,522	713,945
Total general and administrative	1,426,522	713,945
Loss from operations	(1,263,586)	(492,108)
Other (Income) expense:
Interest expense, net	864,363	252,488
Loss before income taxes	(2,127,949)	(744,596)
Income taxes	0	0
Net loss	$ (2,127,949)	$ (744,596)
Per share information basic and diluted:
Loss per share (in Dollars per share)	$ 0.00	$ 0.00
Weighted average shares outstanding (in Shares)	1,199,661,325	885,682,715

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2013

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

 NOTE G – SUBSEQUENT EVENTS

Private Placement Memorandum (PPM)

On November 27, 2012, the Company initiated the sale of up to $5,000,000 in 14% Callable Promissory Notes (Notes) in a confidential private placement memorandum (PPM) offering made pursuant to Regulation D to accredited investors only. The Notes are secured by the assets of the company, subject to the security interests of the Callable Promissory Notes and Purchase Order Lines of Credit described above.

The Notes are offered in units of $50,000 each (a “Unit”). The PPM is subject to a minimum sale of 40 Units ($2,000,000) and a maximum of 100 Units. The Notes mature in 36 months. Interest accrues for the first 12 months and is payable monthly starting in month 13. Principal plus accrued interest is paid in month 36. Each Unit receives a Common Stock Purchase Warrant to purchase 2,395,542 shares of common stock at an exercise price of $0.025. Through April 15, 2013 the Company sold 40 units of its current PPM for aggregate proceeds of $2,000,000. The notes are secured by the assets of the company. The Company closed on the sale of those units on April 22, 2013.

On March 20, 2013, the Company entered into a joint venture with Sunovia Energy Technologies Europe Sp. z o.o. (SETE), a Polish corporation which is unaffiliated with the Company. The agreement calls for the payment of $11 million to Evolucia by August 31, 2013 in exchange for the manufacture and distribution rights to the European markets. Under the joint venture agreement, a new entity called Evolucia Europe Sp. z o.o. will be created, with Evolucia Inc. holding a 51% ownership share and SETE holding the remaining 49% ownership. The joint venture agreement provides exclusive manufacturing rights to Evolucia Europe for the European markets. There is no assurance that the joint venture will be completed.

On May 6, 2013, the Company entered into a settlement agreement and general release with its former Chief Executive Officer. The agreement calls for the Company to deliver a Promissory Note in the amount of $328,849. The Note will bear interest at 9.0% per annum and will be due on May 14, 2014.

Additionally, the Company will be required to issue to its former Chief Executive Officer a second Promissory Note in the amount of $30,687. The Note will bear interest at 9.0% per annum and will be due on May 14, 2014. In the event the Company raises capital in the amount of $3 million or more, then the note shall become immediately due and payable.

The Company is expected to close its settlement with the former Chief Executive Officer on May 14, 2013.

Subsequent to March 31, 2013, the Company issued 6,428,571 shares of common stock for services.

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2013

NOTES PAYABLE [Abstract]

NOTES PAYABLE

NOTE F – NOTES PAYABLE

Notes Payable

From December 2009 through July 2010 the Company borrowed an aggregate of $828,968 from certain shareholders. The borrowings are evidenced by notes which bear interest at 10% per annum and are due between 12 months and 24 months from the date of issuance. Through December 31, 2012, $265,415 was repaid bring the balance due to $563,553.

During March 2012 the holders of the outstanding notes agreed to extend the due date on these notes to July 1, 2013, and during April 2013 holders of an aggregate of $488,553 agreed to extend the due date to April 2014. In conjunction with the 2013 extensions the interest rate was increased to 11%.

Lines of Credit

A private investor, shareholder and director of the Company has made available to the Company a working capital and purchase order line of credit (Line of Credit) of $2.0 million, which is due during January 2014, and which may be increased at the investor’s discretion. The Line of Credit may be drawn to purchase components for orders (Purchase Orders) of the Company’s products approved by the investor and that are used to fulfill specific customer orders. For advances made for the purpose of funding Purchase Orders, the line is secured to the extent of the specific customer accounts receivables that are related to the Purchase Order upon which the advance was made. Advances made against Purchase Orders bear interest at an annual rate of 12.5% and the principal amount of the draws, plus accrued interest, must be repaid back to the Line of Credit within three business days of receipt of payment from the customer. Because interest is added back to the Line of Credit, the available balance increases by that amount. The lender has deposited the $2,000,000 in a bank account and the Company has recorded the entire Line of Credit as a liability. On February 22, 2013, effective as of December 31, 2012, the investor made the entire Line of Credit available without restriction to the Company to use for both Working Capital purposes and for Purchase Orders. For that portion of the Line of Credit that is used for Working Capital purposes, the Line of Credit is unsecured, and bears interest at an annual rate of 14.0%. At March 31, 2013, $1,553,968 was drawn on the bank account for working capital. The balance of the line was $2,043,517 including unpaid interest of $43,517.

A private investor, shareholder and director of the Company made available to the Company a purchase order line of credit (Line of Credit) of $250,000, which may be increased at the investor’s discretion and, with the exception of $100,000 which is due in January, 2014, is due on demand. The Line of Credit may be drawn to purchase components for orders (Purchase Orders) of the Company’s products approved by the investor. The Line of Credit bears interest at an annual rate of 12.5% and draws must be repaid within three business days of receipt of payment from the customer. The Line of Credit is secured to the extent of the specific customer accounts receivables that are related to the Purchase Order upon which the advance was made. Advances made against Purchase Orders at March 31, 2013, were $168,859.

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STOCK OPTIONS (Summary Of Stock Options Outstanding, Including Options Granted Outside Of the Plan) (Details)	3 Months Ended
	Mar. 31, 2013
STOCK OPTIONS [Abstract]
Number of options outstanding at beginning of year (in Shares)	206,876,660
Number of options granted during the period (in Shares)	114,250,000
Number of options outstanding at the end of the period (in Shares)	321,126,660
Number of options exercisable at the end of the period (in Shares)	190,393,327

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)	3 Months Ended
	Mar. 31, 2013
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Total number of share equivalents not included in the calculation of earnings per share (in Shares)	321,127,000
Number of vested options excluded from calculation of earnings per share (in Shares)	190,393,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Organization, Nature, and Continuance of Operations, Policy

Organization, Nature, and Continuance of Operations

Evolucia Inc. (“the “Company”) (formerly Sunovia Energy Technologies, Inc.) is a Nevada corporation engaged in the business of providing energy-efficient and sustainable energy solutions primarily through the design, manufacture and sale of light emitting diode (LED) lighting solutions for outdoor and area lighting. The Company designs, manufactures and sells environmentally responsible, energy-efficient lighting products based on the latest and most efficient LED technologies and its own patented Aimed Optics™ technology, which improves efficiency and energy savings by aiming light where it is needed most, providing for safe and more effective outdoor and area lighting while eliminating wasted light. In the past, the Company also engaged in research and development in solar energy and infrared technologies; however, the Company is no longer engaged in those activities.

Basis of Presentation, Policy

Basis of presentation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material inter-company accounts, transactions and profits have been eliminated. In the opinion of management, these consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the results for and as of the periods shown. The accompanying consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles. However, certain information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for such periods are not necessarily indicative of the results expected for 2013 or for any future period. These financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

Continuance Of Operations, Policy

Continuance of Operations

Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Although we have incurred losses from operations and have a significant accumulated deficit at March 31, 2013, we believe we have adequate resources, such as cash on-hand, our credit facilities, and the proceeds from a private placement during the second quarter of 2013 to meet our operating commitments through December 31, 2013. Furthermore, we expect to have positive cash flows from operations in 2013. In the event these resources and operating cash flows are not sufficient to fully fund our operating commitments or our growth, we would look to secure additional debt or equity financing. There can be no guarantee that we will be successful securing funding. In the event we are unable to fund our operations by positive operating cash flows or additional funding, we may be forced to reduce our expenses and slow down our growth rate. Accordingly, our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Use Of Estimates, Policy

Use of Estimates

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, disclosures of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of stock based charges, the receivable allowance and the inventory reserve.

Share-Based Payments, Policy

Share-Based Payments

ASC 718, Stock Compensation requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the grant date fair value of the award.

We record the grant date fair value of stock-based compensation awards as an expense over the vesting period of the related stock options. In order to determine the fair value of the stock options on the date of grant, we use the Black-Scholes option-pricing model. Inherent in this model are assumptions related to expected stock-price volatility, option life, risk-free interest rate and dividend yield. Although the risk-free interest rates and dividend yield are less subjective assumptions, typically based on factual data derived from public sources, the expected stock-price volatility, forfeiture rate and option life assumptions require a greater level of judgment which make them critical accounting estimates.

We use an expected stock-price volatility assumption that is based on historical volatilities of our common stock and we estimate the forfeiture rate and option life based on historical data related to prior option grants.

Inventory, Policy

Inventory

Inventory consists principally of electronic components used in the assembly of LED lights. Inventory is stated at the lower of cost of market on a first in first out basis.

Loss Per Share, Policy

Loss Per Share

Loss per share is computed using the basic and diluted calculations on the statement of operations. Basic income (loss) per share is calculated by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Weighted average number of shares has been adjusted for stock splits and reverse stock splits. Diluted income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method. During periods in which a loss is incurred common stock equivalents are not considered in the computation as their effect would be anti-dilutive. he total number of share equivalents not included in the calculation at March 31, 2013, consisted of approximately 321,127,000 options of which approximately 190,393,000 are vested.

Reclassifications, Policy

Reclassifications

Certain amounts for the period ended March 31, 2012, have been reclassified in the comparative financial statements to be comparable to the presentation for the period ended March 31, 2013. These reclassifications had no effect on net loss as previously reported.

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STOCK OPTIONS (Tables)

3 Months Ended

Mar. 31, 2013

STOCK OPTIONS [Abstract]

Schedule Of Stock Options Roll Forward

	Shares
Options outstanding at
beginning of year		206,876, 660
Options granted		114,250,000
Outstanding at March 31, 2013		321,126,660
Exercisable at March 31, 2013		190,393,327

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STOCKHOLDERS' EQUITY (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
STOCKHOLDERS' EQUITY (DEFICIT) [Abstract]
Shares issued for services (in Shares)	2,203,569
Shares issued for services	$ 50,842

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NOTES PAYABLE (Narrative) (Details) (USD $)	3 Months Ended		8 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Jul. 31, 2010	Dec. 31, 2012	Apr. 30, 2013
NOTES PAYABLE [Abstract]
Aggregate amount of money borrowed from shareholders			$ 828,968
Notes payable annual interest rate (in Percent)			10.00%		11.00%
Minimum term of notes payables (in Months)			12 months
Maximum term of notes payables (in Months)			24 months
Repayments of notes payable	0	8,719		265,415
Aggregate principal amount outstanding under new notes				563,553	488,553
Lines of Credit [Abstract]
Line of Credit for Working Capital and purchase orders made available by private investor, shareholder and director	2,000,000
Line of credit annual interest rate (in Percent)	12.50%
Number of business days in which draws of from the line of credit must be received after reciept of payment from customer (in Days)	3 days
Intrest rate of working capital portion of line of credit (in Percent)	14.00%
Amount drawn from bank account	1,553,968
Balance on line of credit	2,043,517
Unpaid interest on line of credit	43,517
Line of Credit for purchase orders made available by private investor, shareholder and director	250,000
Line of Credit exception to amount due in January 2014	100,000
Line of Credit Interest Rate (in Percent)	12.50%
Line Of Credit advances made against purchase orders	$ 168,859

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Cash flows from operating activities:
Net cash (used in) operating activities	$ (1,224,467)	$ (166,813)
Cash flows from investing activities:
Acquisition of property and equipment	(59,061)	0
Net cash (used in) investing activities	(59,061)	0
Cash flows from financing activities:
Common shares issued for cash	0	1,604,600
Loan from affiliate	100,000	0
Proceeds from lines of credit, net	121,656	0
Repayment on notes payable	0	(8,719)	(265,415)
Proceeds from convertible debentures	0	50,000
Net cash provided by financing activities	221,656	1,645,881
Increase (decrease) in cash and cash equivalents	(1,061,872)	1,479,068
Cash and cash equivalents, beginning of year	1,642,484	235,878	235,878
Cash and cash equivalents, end of year	580,612	1,714,946	1,642,484
Supplemental cash flow information:
Cash paid for interest	34,407	19,488
Cash paid for income taxes	$ 0	$ 0

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CONVERTIBLE DEBENTURES

3 Months Ended

Mar. 31, 2013

CONVERTIBLE DEBENTURES [Abstract]

CONVERTIBLE DEBENTURES

NOTE E – CONVERTIBLE DEBENTURES

On June 10, 2011, the Company completed an offering of 9% Convertible Secured Promissory Notes (the “Notes”) in the aggregate principal amount of $1,000,000 to 10 existing shareholders. The Notes bear interest at an annual rate of 9%. Interest on the Notes is accrued and payable on the earlier of conversion to common stock or the maturity date of the 9% Notes. The Notes are secured by a lien on all of the assets of the Company. The Notes mature on July 1, 2012 and may be prepaid at any time without penalty upon ten days’ notice to the holders of the Notes.

The Convertible Notes are convertible on or after September 1, 2011 at a conversion price of $.06, which is 150% of the market value of the Company’s common stock, determined based upon the closing price of the Company’s common stock for the 20-day period beginning May 31, 2011 and ending June 20, 2011. The Company may require conversion of the Notes if the market value of the Company’s common stock exceeds 200% of the conversion price over a 20-day trading period, provided that a minimum trading volume of 50,000 shares per day exists during that time period.

During March and April 2012 holders of an aggregate of $900,000 in principal of the 9% convertible notes described above have restructured their Convertible Notes by extending the maturity date to July 1, 2013. In connection with that extension, each of these holders converted 50% of the principal amount of the Convertible Notes to common stock at $.02 per share which was the trading price of the shares on the conversion date, and the Company modified the terms of the remaining debt to allow conversion at $.02 per share and to increase the interest rate to 10% per annum. The aggregate principal amount outstanding under the new notes is $550,000. The Company issued an aggregate of 45,000,000 shares of common stock to the holders of the Convertible Notes for the conversion of principal to common stock. In connection with the modification and conversion the Company recorded a debt conversion expense of $300,000.

During April 2013 the holders of $300,000 of the outstanding balance of the notes agreed to roll-over their principal and accrued interest of $80,237 into the Private Placement Memorandum described below in Note G. The holders of the remaining $250,000 extended the due date to April 2014. The interest rate was increased to 11% for the notes extended to April 2014.

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CONVERTIBLE DEBENTURES (Narrative) (Details) (USD $)	3 Months Ended			0 Months Ended	1 Months Ended	2 Months Ended
	Mar. 31, 2013	Apr. 30, 2013	Dec. 31, 2012	Jun. 10, 2011 Convertible Debt [Member]	Apr. 30, 2013 Convertible Debt [Member]	Apr. 30, 2012 Restructured Convertible Debt [Member]
CONVERTIBLE DEBENTURES [Abstract]
Convertible debenture offering date (in Date)	Jun. 10, 2011
Number of shareholders to which convertible debentures were issued to (in Shareholders)			10
Debt Instrument [Line Items]
Convertible debenture stated interest rate (in Percent)				9.00%	11.00%	10.00%
Convertible debenture aggregate principal amount				$ 1,000,000	$ 300,000	$ 900,000
Convertible debenture maturity date (in Date)				Jul. 01, 2012		Jul. 01, 2013
Convertible debenture conversion price (in Dollars per Share)				$ 0.06		$ 0.02
Percentage of market value of common stock at a conversion price of $.6 (in Percent)				150.00%
Date on which debentures can be converted (in Date)				Sep. 01, 2011
Percentage of stock price exceeds conversion price at which point registrant will require conversion of the Notes (in Percent)				200.00%
Requisite minimum trading volume needed in order for conversion of debentures to be mandatory (in Shares)				50,000
Percentage of restructed debenture principle converted to common stock (in Percent)						50.00%
Principal amount outstanding under the new notes						550,000
Amount of stock to be issued in conversion of principle amount to common stock (in Shares)						45,000,000
Debt conversion expense						300,000
Amount of principal and accrued interest rolled-over to private placement					80,237
Aggregate principal amount outstanding under new notes		$ 488,553	$ 563,553		$ 250,000