UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC  20549





FORM 10-K/A


(Amendment No. 1)





[X  ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934








[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the Fiscal Year Ended December 31, 2012





Commission File Number 000-53590





EVOLUCIA INC.


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





Nevada


(State or other jurisdiction of incorporation


or organization)


98-0550703


(IRS Employer Identification No.)


6151 Lake Osprey Drive, Third Floor


Sarasota, Florida 34240


941-751-6800


(Address of principal executive office) (Postal Code) (Issuer's telephone number)











Securities registered under Section 12(b) of the Exchange Act:  None


Securities registered under Section 12(g) of the Exchange Act:


Common Stock, $0.001 par value








Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]





Indicate by check by mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]





Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X] No []





Indicate by check mark whether the registrant 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 [ ]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]





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


Non-accelerated filer (Do not check if a smaller reporting company) [ ] Smaller reporting company [X]





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]





The aggregate market value of the voting stock held by non-affiliates as of April 14, 2013 was $17,327,630





Number of outstanding shares of the registrant's par value $0.001 common stock as of April 14, 2013: 1,199,974,396





1





EXPLANATORY NOTE


Evolucia Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) to its Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2013 to amend Item 3 – Legal Proceedings, Item 7 – Management’s Discussion and Analysis or Plan of Operations and Item 13 – Certain Relationships and Related Transactions.
  This Form 10-K/A does not reflect events occurring after the original filing of our Annual Report on Form 10-K on April 25, 2013 and no attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the original filing of our Annual Report on Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with our filings with the SEC subsequent to the original filing of our Annual Report on Form 10-K.








2








ITEM 3. 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:





Litigation with Supplier





The Company is defending a lawsuit brought by a supplier of a component part of the Evolucia LED light fixtures in December 2010. Magtech Industries Corp. (“Magtech”) filed a complaint (Case No. 2010 CA 012574) against the Company is the Circuit Court of the 12th Judicial Circuit in and for Sarasota County, Florida. 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. In April 2011, the Company filed an Answer and Magtech filed a Summary Judgment Motion but did not schedule the same for a hearing.  In December 2011, the Company filed a Motion for Leave to File Amended Answer and Counterclaims providing affirmative defenses and counterclaims based on breach of contract, deceptive and unfair trade practices and tortuous interference with a business relationship.  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.







ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN 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 7, "Management's Discussion and Analysis or Plan of Operation," and elsewhere in this 10-K that does 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 on 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.





Overview





For the fiscal year ended December 31, 2012, the Company had a net loss of $6,578,296, as compared to a net loss of $4,160,638 for the fiscal year ended December 31, 2011, an increase of $2,417,658, or 58%. The increase resulted from two primary areas: a decrease in Gross Profit of $661,918 and an increase in general and administrative expenses of approximately $1.7 million. The loss from operations for the fiscal year ended December 31, 2012 was $6,390,857 as compared to a loss from operations in the fiscal year ended December 31, 2011 of $4,061,092, or an increase of 51.6%. The significant factors contributing to this operating loss are discussed in more detail below under “Results of Operations.”





Certain events occurring after the end of the fiscal year had a significant impact on the Company’s liquidity and cash available for operations. See “Subsequent Events”.





3





Results of Operations








The following table sets forth the relationship to total revenues of principal items contained in the statement of operations of the consolidated financial statements included herewith for the fiscal years ending December 31, 2012 and December 31, 2011.





2012


2011Sales

$
2,742,587


$
2,639,364Cost of Sales


2,922,339



2,157,198Gross Profit


(179,752)



482,166Selling, General & Administrative Expenses


5,978,105



4,543,258--



--Total Operating Costs and Expenses


5,978,105



4,543,258Operating Loss


(6,157,857)



(4,061,092)Net Other Expense


420,439



99,546Net Loss

$
(6,578,296)


$
(4,160,638)





Revenues





Revenues for the fiscal year ended December 31, 2012 were $2,742,587, which represented an increase of approximately 4% from the prior year of $2,639,634.





Costs of Goods Sold





Cost of Goods Sold (COGS) includes the costs of sale of our products, including material costs, manufacturing and labor, freight and shipping, warranty expense and sales commissions. COGS increased 36% in fiscal year 2012 to $2,922,339 from $2,157,198 in fiscal year 2011. This increase in primarily attributable to an increase in material costs associated with our first generation LED fixtures and the write off of obsolete inventory of $97,481.  Material costs increased in three primary areas: 1) purchase of raw materials and finished goods, in the case of private label products, (including freight in), $525,942; 2) contract labor to assemble products, $53,579; and 3) manufacturing overhead, $24,005.





Gross Profit





The Company had a gross loss of $179,752 for the year ended December 31, 2012, as compared to a gross profit of $482,166, or 18.3%, for the fiscal year ended December 31, 2011.  The decrease in gross profit is attributable primarily to a necessary price reduction of our first generation LED fixtures in response to an evolving and more competitive marketplace as well as to an increase in associated cost of goods sold.





Expenses





Total operating expenses increased 32%, to $5,978,105 in fiscal year 2012 compared to $4,543,258 in 2011.





The major categories of expense for the Company are discussed individually below.





Selling, General and Administrative Expenses





Selling, general and administrative expenses for 2012 and 2011 were equal to total operating expenses, as the Company had no research and development expense in that period. The major components of Selling, General and Administrative Expenses are discussed below.





4





Product Development





Product development costs were $239,991 for the year ended December 31, 2012, compared to $339,435 for the year ending December 31, 2011, a decrease of  $99,444. Product development expenses in 2012 represented refining existing designs and development of the next generation cobra head and shoebox products. In addition, in 2012, the Company hired additional personnel in an effort bring the development function in-house versus having outside consultants conduct these efforts in prior years.





General and Administrative





General and administrative expenses are the ordinary expenses of running the business, including overhead, managerial and professional salaries and occupancy expense. For the year ended December 31, 2012 the Company’s general and administrative expenses were $5,578,208, compared to $4,173,063 in the prior year, an increase of $1,405,145 or 34%. $158,795 of this increase, relates to the issuance of stock and stock options issued to consultants. Additional notable increases included compensation and benefits, $386,355, Professional Fees (which include legal and consulting fees incurred for the filing of patents), $180,390, Consultants, $93,944, and Travel, $97,388.





Impairments – The Company incurred impairment expense of $103,008 associated with the write-off of an intangible asset.





Marketing & Sales





Marketing & Sales expenses totaled $163,906 in fiscal year 2012, as compared to $30,760 in fiscal year 2011, representing an increase of $133,146 or 433%. The increase reflects the company’s efforts to re-brand the company and position it more effectively in the marketplace. Included in this category are product samples which were provided to customers for evaluation and potential future orders.





Research and Development





The Company did not incur any research and development expenses in 2012 or 2011. The Company anticipates adding additional personnel in research and development and product sourcing in future periods to enable it to compete in the LED marketplace both with the development and refinement of its own products and product upgrades and through the acquisition of private label products to fill in the product portfolio gaps in order to offer the full range of products our customers desire.





Other Income and Expenses





Other income and expense reflects interests costs (net of interest income), including derivatives and impairment costs, as discussed below:





Interest expense for the year ended December 31, 2012 was $420,434, compared to $99,546 for the year ended December 31, 2011. The increase in interest expense resulted from the sale of $1,000,000 in convertible debentures in June of 2011 that were outstanding for the full year of 2012 as well as interest expense associated with borrowings on a credit facility. In addition, the Company incurred a debt inducement expense of $300,000 related to the conversion of $450,000 of debt to common stock.





Liquidity and Capital Resources





The Company’s cash flow from operations is insufficient to meet its current obligations. In fiscal year 2012, the Company relied upon additional investment through sales of common stock, lines of credit, and debentures in order to fund its operations. For recent financing activities  See “Subsequent Events” below and Note M to the Financial Statements included elsewhere herein.





Cash Flows and Working Capital





As a result of losses we have incurred to date, we have financed our operations primarily through equity, lines of credit, and debentures. As of December 31, 2012, we had $1,642,464 in cash and cash equivalents. We had receivables, net of allowances, of $112,982 and inventory of $1,280,072. Our current liabilities were $2,780,461.





Our business cycle is working capital intensive. The sales cycle can be several months or longer and sales are not invoiced until the product has been built and shipped, requiring all cost of goods, and in some cases sales commissions, to be incurred prior to payment on an order. 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. As discussed in “Subsequent Events” below and Note M to the Financial Statements, we have two lines of credit with a total borrowing capacity of $2.5 million, $2 million of which was provided in cash to the Company and can be used for working capital purposes while the other $500,000 facility is available upon request for specific customer purchase orders pursuant to certain conditions. As of December 31, 2012, the Company had drawn an aggregate of $435,544 and had an available balance of $2,064,456. $360,130 was drawn on the $2 million facility and $75,414 was drawn on the $500 thousand facility.





5





As noted below, the Company accepted subscriptions for the sale of common stock in the aggregate amount of $2.5 million in the second quarter of 2012.





The Company uses contract manufacturers to produce its products and therefore does not have significant capital expenditures at this time.





Operating Activities





Net cash used in operating activities for the year ended December 31, 2012 totaled $2,993,531





Investing Activities





Net cash used in investing for the year ended December 31, 2012 was $66,578.





Financing Activities





Our net cash raised in financing activities for the fiscal year ended December 31, 2012 was $4,466,695, of which $2,500,000 resulted from the sale of common stock and $2,075,414 resulted from proceeds from a Line of Credit. In addition, the Company repaid short-term debt of $108,719 during 2012.





Cash Requirements





As of December 31, 2012, we had $1,642,464 in cash and cash equivalents. As discussed below, this is not adequate to maintain the Company’s current level of operations through December 31, 2013. However, subsequent events have significantly improved the Company’s cash position and ability to maintain its operations. See “Subsequent Events” below and Note M to the Financial Statements included herein.





Subsequent Events





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 10 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 10 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 10 years.





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 this joint venture agreement will be completed.





On April 15, 2013 holders of an aggregate of $821,326 of notes payable and convertible debt extended the due dates of the debt to 2014 or have rolled over their principal plus the accrued interest into the current PPM





Recent Accounting Pronouncements





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




6





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. The Company’s significant estimates include the valuation of stock based charges and the valuation of inventory reserves.





Accounts Receivable





The Company extends credit to its customers based upon a written credit policy.  Accounts receivable are recorded at the invoiced amount and do not bear interest.  The allowance for doubtful accounts is the Company’s best estimate for the amount of probable credit losses in the Company’s existing accounts receivable.  The Company establishes an allowance of doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information.  Receivable balances are reviewed on an aged basis and account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not require collateral on accounts receivable.





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.





Share-Based Payments





Compensation cost relating to share based payment transactions be 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).





Liquidity





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 December 31, 2012, we believe we have adequate resources, such as cash on-hand, our credit facilities, and the proceeds from a private placement during the first quarter of 2013 to meet our operating commitments for the next year (see Note O). 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.





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.





7





Except as discussed below, 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.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





During 2012, the Company engaged in the following transactions with executive officers and directors:





In the second quarter of 2012, the Company issued 25,000,000 shares to Thomas Siegfried, a director of the Company, who provided a working capital line of credit to the Company in the initial aggregate amount of $2,000,000.





During the second quarter of 2012, the Company issued Francis J. Santiago, a Director, a stock option for the purchase of 5,000,000 shares of the Company’s common stock. The exercise price for the Option is $0.03.  The Option vest over a four year period with 25% vesting on the first anniversary of the grant and the remaining vesting ratably on a quarterly basis thereafter for 12 quarters.





During the second quarter of 2012, the Company issued Burton M. Sack, a Director, a stock option for the purchase of 5,000,000 shares of the Company’s common stock. The exercise price for the Option is $0.03.  The Option vest over a four year period with 25% vesting on the first anniversary of the grant and the remaining vesting ratably on a quarterly basis thereafter for 12 quarters.





During the second quarter of 2012, the Company and Mel Interiano, the Company’s CEO, entered into an employment agreement effective March 22, 2012 whereby he was granted Common Stock Purchase Warrant (the “Warrant”) to purchase 25,000,000 shares (the “Warrant Shares”) of the Company’s common stock.  The exercise price for the Warrant is $0.0179.  The Warrant will vest in four equal installments on a yearly basis with the intended 6,250,000 Warrant Shares vesting one year from the Effective Date then continuing thereafter at the same rate.  The Company and VM5 Ventures LLC (“VM5”), a company owned by the CEO, entered into a Termination and Settlement Agreement whereby the Company and the CEO amended the Nonstatutory Stock Option Agreement entered into between the Company and the CEO on January 31, 2012, whereby the option will vest as to 25% of the shares if the Company’s top line revenue has increased by $10 million.  The option will continue to vest as to the remaining 75% of the shares in increments of 25% of the shares each time the Company’s top line revenue increases by at least $10 million.





During the third quarter of 2012, the Company entered into an employment agreement with Charles Rockwood, the Company’s former Executive Vice President and Chief Financial Officer of the Company, whereby the executive was granted Common Stock Option (the “Option”) to purchase 15,000,000 shares (the “Option Shares”) of the Company’s common stock.  The exercise price for the Option is $0.035.  The Option will vest in two equal installments on a yearly basis with 7,500,000 Option Shares vesting one year and two years from the effective date





During the first quarter of 2013, Thomas Siegfried, a Director of the Company (“Lender”), provided $2.0 million to the Company on April 1, 2012 for the sole purpose of providing a purchase order financing line of credit.  The purchase order line may be drawn to purchase components for orders of the Company’s products approved by the Lender. The Company and the Director also entered into a letter agreement whereby the Company will be entitled to utilize the proceeds for working capital purposes in addition to specific purchase orders.  In consideration for providing such working capital, the Company issued the Director a common stock purchase warrant to acquire 107 million shares of common stock at an exercise price of $0.025 per share for a period of five years.  In addition, the Company and the Director entered into a Security Agreement pursuant to which the Company granted the Director a security interest in the asset(s) underlying each purchase order.










8





ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Exhibit No.

Description of Exhibit3.1

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 filed 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)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)10.9

Form of Secured Convertible Debenture dated June 15, 2009 (9)10.10

Form of Security Agreement dated June 15, 2009(9)





9








10.11

Form of Subsidiary Guarantee dated June 15, 2009 (9)10.12

Form of Securities Purchase Agreement dated June 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 Sunovia Energy Technologies, Inc. and Mel Interiano dated June 4, 2012 (16)10.23

Termination and Settlement Agreement by and between Sunovia Energy Technologies, Inc. and VM5 Ventures LLC dated June 4, 2012 (16)10.25

Manufacturing, Development and Investment Agreement, dated July 16, 2012, by and between Sunovia Energy Technologies, Inc. and Leader Electronics, Inc. (17)10.26

Sales Representation Agreement, dated July 16, 2012, by and between Evolucia, Inc. and Leader r Electronics, Inc. (17)10.27

Securities Purchase Agreement, dated July 16, 2012, by and between Sunovia Energy Technologies, Inc. and Jiangsu Leader Electronics, Inc. (17)10.28

Executive Employment Agreement by and between Evolucia Inc. and Charles B. Rockwood dated September 13,  2012 (19)10.29

Master Agreement by and between Evolucia Inc. and Sunovia Energy Technologies Europe Sp. z o.o., a Polish Corporation, dated March 19, 2013 (21)31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 193432.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S. C. Section 1350





10





(1)
Incorporated by reference to the Current Report on Form 80K 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 June 10, 2011.(15)
Incorporated by reference to the Current Report on Form 10-K 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 17, 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.





11





SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





EVOLUCIA INC.Date: January 28, 2014
By:
/s/ MEL INTERIANOMel InterianoChief Executive Officer (Principal Executive, Financial and Accounting Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.








Name

Position

Date/s/MEL INTERIANO

Chief Executive Officer

January 28, 2014Mel Interiano

(Principal Executive, Financial and Accounting Officer)/s/BURTON SACK

Director

January 28, 2014Burton Sack/s/THOMAS A. SIEGFRIED

Director

January 28, 2014Thomas A. Siegfried/s/FRANCIS SANTIAGO

Director

January 28, 2014Francis Santiago