Kun Peng International Ltd. - Quarter Report: 2013 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission File Number: 333-169805
mLight Tech, Inc.
(Exact name of registrant as specified in its charter)
Florida |
| 27-3436055 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
Todd Sudeck
3100 Airway Avenue, Suite 141
Costa Mesa, CA 92626
949-981-3464
(Registrant’s telephone number, including area code)
9694 Royal Palm Blvd, Coral Springs, FL 33065
(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 [ ]
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 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 | [ ] | Smaller reporting company | [X] |
| (Do not check if 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 [X] No [ ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 204,000,000 shares of common stock are issued and outstanding as of August 12, 2013.
TABLE OF CONTENTS
|
| Page |
PART I – FINANCIAL INFORMATION | ||
|
|
|
Item 1. | Financial Statements |
|
| Balance Sheets | 3 |
| Statements of Operations | 4 |
| Statements of Stockholders’ Deficit | 5 |
| Statement of Cash Flows | 6 |
| Notes to Financial Statements (unaudited) | 7 |
|
|
|
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 11 |
|
|
|
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 12 |
|
|
|
Item 4. | Controls and Procedures. | 12 |
|
|
|
PART II – OTHER INFORMATION | ||
|
|
|
Item 1. | Legal Proceedings. | 14 |
|
|
|
Item 1A. | Risk Factors. | 14 |
|
|
|
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 14 |
|
|
|
Item 3. | Defaults Upon Senior Securities. | 14 |
|
|
|
Item 4. | Mine Safety Disclosures. | 14 |
|
|
|
Item 5. | Other Information. | 14 |
|
|
|
Item 6. | Exhibits. | 14 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
OTHER PERTINENT INFORMATION
When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to mLight Tech, Inc., a Florida corporation.
- 2 -
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
mLight Tech, Inc.
(A Development Stage Company)
Condensed Balance Sheets
|
| June 30, |
|
|
| ||
|
| 2013 |
| September 30, |
| ||
|
| (Unaudited) |
| 2012 |
| ||
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 2,958 |
| $ | 53 |
|
Total current assets |
|
| 2,958 |
|
| 53 |
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ | 2,958 |
| $ | 53 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Accounts payable |
| $ | 1,052 |
| $ | 303 |
|
Accrued expenses |
|
| 750 |
|
| 2,400 |
|
Note payable |
|
| 10,000 |
|
| 1,000 |
|
Total liabilities |
| $ | 11,802 |
| $ | 3,703 |
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIENCY) |
|
|
|
|
|
|
|
Capital Stock |
|
|
|
|
|
|
|
Authorized: |
|
|
|
|
|
|
|
300,000,000 common shares, $0.0001 par value |
|
|
|
|
|
|
|
Issued and outstanding: |
|
|
|
|
|
|
|
204,000,000 as of June 30, 2013 and September 30, 2012 |
| $ | 20,400 |
| $ | 1,020 |
|
Additional paid-in capital |
|
| 600 |
|
| 19,980 |
|
Deficit accumulated during the development stage |
|
| (29,844 | ) |
| (24,650 | ) |
Total Stockholders’ Equity (Deficiency) |
|
| (8,844 | ) |
| (3,650 | ) |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
| $ | 2,958 |
| $ | 53 |
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
- 3 -
mLight Tech, Inc.
(A Development Stage Company)
Condensed Statements of Operations
For the three and nine month periods ended June 30, 2013 and 2012
and the period September 3, 2010 (inception) to June 30, 2013
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the Period |
| |
|
| Three |
| Three |
| Nine |
| Nine |
| from Inception |
| |||||
|
| Months |
| Months |
| Months |
| Months |
| September 3, |
| |||||
|
| Ended |
| Ended |
| Ended |
| Ended |
| 2010 to |
| |||||
|
| June 30, |
| June 30, |
| June 30, |
| June 30, |
| June 30, |
| |||||
|
| 2013 |
| 2012 |
| 2013 |
| 2012 |
| 2013 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General & Administrative |
| $ | 798 |
| $ | 1,902 |
| $ | 2,944 |
| $ | 4,583 |
| $ | 15,929 |
|
Professional Fees |
|
| 750 |
|
| 600 |
|
| 2,250 |
|
| 1,200 |
|
| 13,915 |
|
|
|
| 1,548 |
|
| 2,502 |
|
| 5,194 |
|
| 5,783 |
|
| 29,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Income Taxes |
| $ | (1,548 | ) | $ | (2,502 | ) | $ | (5,194 | ) | $ | (5,783 | ) | $ | (29,844 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | (1,548 | ) | $ | (2,502 | ) | $ | (5,194 | ) | $ | (5,783 | ) | $ | (29,844 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per common share |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted Average Common shares outstanding |
|
| 204,000,000 |
|
| 204,000,000 |
|
| 204,000,000 |
|
| 204,000,000 |
|
| 200,531,523 |
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
- 4 -
mLight Tech, Inc.
(A Development Stage Company)
Condensed Statements of Stockholders’ Deficit
For the period September 3, 2010 (inception) to June 30, 2013
|
|
|
|
|
|
| Additional |
| Deficit |
|
|
|
| ||
|
|
|
|
|
|
| Paid-in/ |
| Accumulated |
|
|
|
| ||
|
|
|
|
|
|
| (Discount |
| During the |
|
|
|
| ||
|
| Common Stock |
| to) |
| Development |
|
|
|
| |||||
|
| Shares |
| Amount |
| Capital |
| Stage |
| Total |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inception - September 3, 2010 |
| — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued to Founder for cash at $0.00005 per share (par value $0.0001) on September 3, 2010 |
| 180,000,000 |
|
| 18,000 |
|
| (9,000 | ) |
| — |
|
| 9,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) |
| — |
|
| — |
|
| — |
|
| (3,000 | ) |
| (3,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2010 (audited) |
| 180,000,000 |
|
| 18,000 |
|
| (9,000 | ) |
| (3,000 | ) |
| 6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement of 1,200,000 Common Shares ($0.0001 par value) on January 31, 2011 @ $0.01 per share |
| 24,000,000 |
|
| 2,400 |
|
| 9,600 |
|
| — |
|
| 12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year ended September 30, 2011 |
| — |
|
| — |
|
| — |
|
| (9,794 | ) |
| (9,794 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2011 |
| 204,000,000 |
|
| 20,400 |
|
| 600 |
|
| (12,794 | ) |
| 8,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year ended September 30, 2012 |
| — |
|
| — |
|
| — |
|
| (11,856 | ) |
| (11,856 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2012 (audited) |
| 204,000,000 |
|
| 20,400 |
|
| 600 |
|
| (24,650 | ) |
| (3,650 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the quarter ended December 31, 2012 |
| — |
|
| — |
|
| — |
|
| (2,332 | ) |
| (2,332 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2012 (unaudited) |
| 204,000,000 |
|
| 20,400 |
|
| 600 |
|
| (26,982 | ) |
| (5,982 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the quarter ended March 31, 2013 |
| — |
|
| — |
|
| — |
|
| (1,314 | ) |
| (1,314 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - March 31, 2013 (unaudited) |
| 204,000,000 |
|
| 20,400 |
|
| 600 |
|
| (28,296 | ) |
| (7,296 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the quarter ended June 30, 2013 |
| — |
|
| — |
|
| — |
|
| (1,548 | ) |
| (1,548 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - June 30, 2013 (unaudited) |
| 204,000,000 |
|
| 20,400 |
|
| 600 |
|
| (29,844 | ) |
| (8,844 | ) |
* Note: The Company effective a 20:1 forward stock split on February 27, 2013. All numbers have been adjusted to reflect the post split numbers.
The accompanying notes are an integral part of these unaudited condensed financial statements.
- 5 -
mLight Tech, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the nine month periods ended June 30, 2013 and 2012
and the period September 3, 2010 (inception) to June 30, 2013
(unaudited)
|
| Nine Months |
| Nine Months |
| For the Period |
| |||
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | (5,194 | ) | $ | (5,783 | ) | $ | (29,844 | ) |
|
|
|
|
|
|
|
|
|
|
|
Changes in Operating Assets and Liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
| 749 |
|
| (2,400 | ) |
| 1,052 |
|
Accrued expenses |
|
| (1,650 | ) |
| — |
|
| 750 |
|
Net cash used in operating activities |
|
| (6,095 | ) |
| (8,183 | ) |
| (28,042 | ) |
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
Proceeds from note payable |
|
| 9,000 |
|
| — |
|
| 10,000 |
|
Common stock issued for cash |
|
| — |
|
| — |
|
| 21,000 |
|
Net cash provided by financing activities |
|
| 9,000 |
|
| — |
|
| 31,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE IN CASH AND CASH EQUIVALENTS |
|
| 2,905 |
|
| (8,183 | ) |
| 2,958 |
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
| 53 |
|
| 10,606 |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
| $ | 2,958 |
| $ | 2,423 |
| $ | 2,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Disclosures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
|
|
Interest expense |
| $ | — |
| $ | — |
| $ | — |
|
Income taxes |
| $ | — |
| $ | — |
| $ | — |
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
- 6 -
mLight Tech, Inc.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(June 30, 2013)
(unaudited)
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
mLight Tech, Inc. is a development stage company, incorporated in the State of Florida on September 3, 2010, to provide software solutions that simplify the management of networked personal computers. mLight plans to develop products to automate network inventory and reporting, diagramming and documentation, problem identification and resolution, and compliance.
The Company’s products are planned help design, discover, document and manage distributed personal computer networks. Through a combination of integrated functionality and powerful data management capability, mLight plans to create products to allow organizations to better manage their PC networks, thereby reducing their total cost of ownership. mLight products will be specifically targeted at small to medium size networks in medium to large companies.
mLight Tech, Inc. is in the early stage of developing its business plan. The Company does not have any products or customers and has not generated any revenues. The Company must complete the business plan, develop the product and attract customers before it can start generating revenues.
Through June 30, 2013 the Company was in the development stage and has not carried on any significant operations and has generated minimal revenues. The Company has incurred losses since inception totaling $29,844. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended September 30, 2012 and notes thereto and other pertinent information contained in our Annual Form 10-K the Company has filed with the Securities and Exchange Commission.
The results of operations for the nine-month period ending June 30, 2013 are not necessarily indicative of the results for the full fiscal year ending September 30, 2013.
Development Stage Entity
The Company is a development stage company as defined by section FASB ASC 915, Development Stage Entities. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.
- 7 -
Cash and Cash Equivalents
The Company follows ASC 305-10, Cash and Cash Equivalents, and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents totaled $2,958 and $53 at June 30, 2013 and September 30, 2012, respectively.
Earnings (Loss) per Share
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of June 30, 2013 and 2012, there were no common stock equivalents or options outstanding.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.
Deferred Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of June 30, 2013 or June 30, 2012 respectively.
Advertising
No advertising costs were incurred for the periods ending June 30, 2013 and June 30, 2012.
Related parties
The Company follows ASC 850, Related Party Disclosures for the identification of related parties and disclosure of related party transactions. Related party transactions for the periods ending June 30, 2013 and September 30, 2012 totaled $0.
Share-based Expenses.
ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
There were no share-based expenses for the periods ending June 30, 2013 and June 30, 2012.
- 8 -
Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, “Fair Value Measurements and Disclosures”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities |
|
|
· | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
|
|
· | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
NOTE 3: GOING CONCERN:
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company incurred losses of $29,844 since its inception, has not yet produced revenues from operations, and has a working capital deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans and advances from investors.
The ability of the Company to continue as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management’s plan will be successful.
NOTE 4: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
- 9 -
NOTE 5. NOTES PAYABLE
In September 2012, the company issued a note payable in the amount of $1,000 to a related party. In October 2012, the company issued a second note payable also in the amount of $1,000 and to the same unrelated party. On January 3, 2013, February 6, 2013, and June 5, 2013 the Company issued notes payable in the amounts of $4,000, $1,000, and $3,000 respectively to the same related party. All the notes accrue interest at 5% and are due on demand. Notes payable totaled $10,000 and $1,000 at June 30, 2013 and September 30, 2012, respectively.
NOTE 6. STOCKHOLDERS’ EQUITY
Common Stock
There are 300,000,000 Common Shares at $0.0001 par value authorized with 204,000,000 shares issued and outstanding at June 30, 2013 and 2012, respectively.
On September 3, 2010, the Company issued 180,000,000 (post split) of its $0.0001 par value common stock at $0.0001 per share for $9,000 cash to the founder of the Company. The issuance of the shares was made to the sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.
On January 31, 2012, the Company issued 24,000,000 common shares at $0.0005 per share yielding net proceeds of $12,000.
On February 8, 2013, the Company’s board of directors authorized a 20 for 1 forward split. The record date of the split was February 26, 2013 and the effective date was February 27, 2013. After the split, the total outstanding shares were 204,000,000.
NOTE 7. SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation the following events have occurred requiring adjustment or disclosure:
On August 1, 2013, Todd Sudeck, the sole director and officer of mLight Tech, Inc. (the “Company”), acquired a total 180,000,000 shares of the Company’s common stock from Edward Sanders, the Company’s former director and officer, in a private transaction. Mr. Sudeck’s 180,000,000 shares amount to approximately 88.2% of the Company’s currently issued and outstanding common stock.
On August 6, 2013, the Company entered into a Letter of Intent whereby the Company was to acquire 100% of all of the capital stock of The Ding King Training Institute, Inc., in exchange for two million five hundred thousand shares of the issued and outstanding common stock (“Acquisition Shares”) of the Company. The Acquisition Shares will be deposited in an escrow account and released to The Ding King shareholders upon the Closing Event and the satisfaction of certain post-closing requirements as defined in the definitive agreements. The proposed merger is contingent on the audit of The Ding King Training Institute, Inc. and is expected to close by August 30, 2013.
- 10 -
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
mLight Tech, Inc. is a development stage company and was incorporated in Florida on September 3, 2010, to offer small and medium sized businesses products and services that reduce invoicing expenses, speed receipt of monies, and allow authorization and recovery of paper drafts. It has no operations and in accordance with ASC 915 is considered to be in the development stage as it has not begun planned principal operations.
Results of Operations
The following discussion should be read in conjunction with the condensed financial statements and segment data and in conjunction with the Company’s S-1 registration statement. Results or interim periods may not be indicative of results for the full year.
In the third quarter of fiscal year 2013, the Company continued the product development and prototype. In the prior quarter, the Company started the development and prototype.
Three months ended June 30, 2013 compared to the three months ended June 30, 2012.
The Company did not generate any revenue during the three months ended June 30, 2013.
Total expenses for the three (3) months ending June 30, 2013 were $1,548 resulting in an operating loss for the period of $1,548 compared to an operating loss of $2,502 for the same period ending June 30, 2012. The decrease in operating expenses was a result of lower SEC and XBRL filing fees. The basic net loss per share amounting to less than $.01 for the three (3) months ending June 30, 2013 and the same for the period ending June 30, 2012.
General and Administrative expenses consisted primarily of SEC reporting and filing fees for the three (3) months ending June 30, 2013 and were $798. Professional fees were $750.
Nine months ended June 30, 2013 compared to the nine months ended June 30, 2012.
Total expenses for the nine (9) months ending June 30, 2013 were $5,194 resulting in an operating loss for the period of $5,194 compared to a operating loss of $5,783 for the period ending June 30, 2012. The decrease in operating expenses was a result of lower SEC and XBRL filing fees. The basic net loss per share amounting to less than $.01 for the nine (9) months ending June 30, 2013 and the same for the period ending June 30, 2012.
General and Administrative expenses consisted primarily of state filing fees, SEC reporting and filing fees for the nine (9) months ending June 30, 2013 and were $2,944. Professional fees were $2,250.
Liquidity and Capital Resources
At June 30, 2013 we had a working capital deficit of $8,844 consisting of cash on hand of $2,958 and current liabilities of $11,802 as compared to a working capital deficit of $3,650 at September 30, 2012 and cash of $53 and current liabilities of $3,703.
Net cash used in operating activities for the nine months ended June 30, 2013 was $6,095 as compared to $8,183 for the nine months ended June 30, 2012.
We have no known demands or commitments and are not aware of any events or uncertainties as of June 30, 2013 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
Capital Resources.
We had no material commitments for capital expenditures as of June 30, 2013 and September 30, 2012.
- 11 -
OFF-BALANCE SHEET ARRANGEMENTS
We do not 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 is material to investors.
Critical Accounting Policies
We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2012 Annual Report on Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on his evaluation as of the end of the period covered by this Annual Report on Form 10-K, our President, who serves as both our principal executive officer and principal financial and accounting officer, concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our President, to allow timely decisions regarding required disclosure as a result of the material weaknesses in our internal control over financial reporting described below.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
· | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
|
|
· | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
- 12 -
· | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of June 30, 2013 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: lack of a functioning audit committee due to a lack of a majority of independent members; lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation; and, management dominated by a single individual/small group without adequate compensating controls. . The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of June 30, 2013.
Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2013. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2013.
Changes in internal controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
- 13 -
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Not applicable to a smaller reporting company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Consent of Independent Registered Public Accounting Firm | |
|
|
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer | |
|
|
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer | |
|
|
Section 1350 Certification of principal executive officer and principal financial and accounting officer | |
|
|
101 * | Interactive Data Files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q. |
* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.
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.
| mLight Tech, Inc. | |
|
|
|
August 14, 2013 | By: | /s/ Todd Sudeck |
|
| Todd Sudeck |
- 14 -