Kun Peng International Ltd. - Quarter Report: 2015 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, 2015 

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 

Todd Sudeck

3100 Airway Avenue, Suite 141

Costa Mesa, CA 92626

 949-981-3464

(Registrant's telephone number, including area code) 

 Not Applicable

(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 ¨ No x 

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. 

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 206,500,000 shares of common stock are issued and outstanding as of August 10, 2015. 

TABLE OF CONTENTS

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, 2014. 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, and its consolidated subsidiary. 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

mLight Tech, Inc. and Subsidiary

Consolidated Balance Sheets

The accompanying notes are an integral part of these unaudited consolidated financial statements.

mLight Tech, Inc. and Subsidiary

Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

mLight Tech, Inc. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

mLight Tech, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Unaudited)

NOTE 1 - Nature of Operations and Going Concern 

As used herein and except as otherwise noted, the term "Company", "it(s)", "our", "us", "we" and "mLight" shall mean mLight Tech, Inc., a Florida corporation, and Ding King Training Institute, Inc., a California corporation, its wholly-owned subsidiary. 

mLight Tech, Inc. was incorporated in the State of Florida on September 3, 2010, to provide software solutions that simplify the management of networked personal computers. On October 31, 2013, the Company acquired 100% of the issued and outstanding capital stock of the Ding King Training Institute, Inc. ("DKTI"), a California corporation, in exchange for 2,500,000 shares of its common stock. As a result of DKTI's acquisition, DKTI became a wholly-owned subsidiary of the Company. DKTI is the acquirer for financial reporting purposes and mLight is the acquired company. The merger was accounted for as a recapitalization. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the merger are those of DKTI, and are recorded at the historical cost basis of DKTI. Subsequent to the merger, the operations of mLight are consolidated with the operations of DKTI. The Company elected to retain September 30 to be its fiscal year end. The share amounts for mLight Tech, Inc. have been presented to reflect equity as if the merger had occurred as of the first period presented. 

The principal business of DKTI is training individuals for a career as a technician in the Automotive Appearance Industry, which includes paintless dent repair, interior restoration, windshield repair, window detailing, odor removal, auto detailing and alloy wheel repair. The individual students are normally employees of auto body shops, car dealers and entrepreneurs looking to start their own businesses. 

The financial information presented in these notes to the Company's unaudited consolidated financial statements is for the three months and nine months periods ended June 30, 2015 and 2014, respectively. 

As shown in the accompanying consolidated financial statements, the Company has faced significant liquidity shortages. As of June 30, 2015, the Company's total liabilities exceeded its total assets by $551,691. The Company has recorded a net profit of $14,025 for the nine months ended June 30, 2015 and has recorded an accumulated deficit of $572,341 as of June 30, 2015. The Company has had difficulty in raising capital or obtaining trade credit from vendors. Additionally, the Company has been unable to satisfy its purchase commitments to vendors. These factors raise a substantial doubt about the Company's ability to continue as a going concern. If the Company is unable to obtain adequate capital through borrowings or sale of its common stock, it could be forced to cease operations. Because the Company has no contractual commitments with respect to any of these initiatives, there can be no assurance that additional funds for operations will be available on commercially reasonable terms or in the necessary amounts. On October 31, 2013, the Company acquired mLight and still believes this transaction will provide an improved capital raising opportunity to initiate expansion opportunities and increase advertising capabilities. Management has further expanded its operations geographically to continue its revenue and profit growth. Management has negotiated an extension for its note payable obligations to provide additional time to realize its expansion plans and/or raise additional capital. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  

mLight Tech, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Unaudited)

NOTE 2 - Summary of Significant Accounting Policies

The following summary of significant accounting policies is presented to assist in the understanding of the Company's consolidated financial statements. The consolidated financial statements and notes are the representation of the Company's management who is responsible for their fair presentation. The consolidated financial statements of the Company conform to accounting principles generally accepted in the United States of America (U.S. GAAP). 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the mLight and its wholly-owned subsidiary Ding King Training Institute, Inc. All intercompany balances and transactions are eliminated in consolidation. 

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. 

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. 

Accounts Receivable

Accounts receivable represent income earned from training provided to students for which the Company has not yet received payment. Payment plans are offered to students to pay off remaining tuition on an installment basis over periods not to exceed one year. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer's ability to pay. The Company recorded bad debt expense of $25,221 and $2,077 for the three months ended June 30, 2015 and 2014, and $39,071 and $2,077 for the nine months ended June 30, 2015 and 2014, respectively. Management believes that all receivables at June 30, 2015 are collectible. 

mLight Tech, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Unaudited)

Property and Equipment

Property and equipment are stated at cost. Depreciation of property and equipment is calculated based on the straight-line method over the estimated useful lives of the related assets as summarized below. Major renewals and betterments are capitalized while maintenance costs are expensed as incurred. Depreciation and amortization expense for the three months ended June 30, 2015 and 2014 was $540 and $628, and for the nine months ended June 30, 2015 and 2014 was $2,034 and $1,575, respectively. 

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, "Fair Value Measurements and Disclosures", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: 

Level 1  

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. 

Level 2  

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 

Level 3  

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. 

The Company's financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities, and short term loans. Pursuant to ASC 820 and ASC 825, "Financial Instruments", the fair value of our cash equivalents is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company had no financial assets or liabilities carried and measured on a non-recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. 

mLight Tech, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Unaudited)

Revenue Recognition

The Company's tuition packages vary in price according to the different types of training programs purchased by the students. Upon commencement of the courses, the Company recognizes as revenue any deposits previously received, as they are non-refundable upon commencement of the courses. The remaining tuition from the student or the student's employer, which is received upon the commencement of the course or extended credit over a period of one to three months or as agreed upon, is recognized as revenue upon the completion of the training courses. The training course duration is from one to two weeks. 

The Company's revenue recognition policy is based on the revenue recognition criteria established under the SEC's Staff Accounting Bulletin No. 104. The criteria and how the Company satisfies each element are as follows: (1) persuasive evidence of an arrangement - the Company and the student or the student's employer (the customer) enters into a signed contract with the Company; (2) delivery has occurred - as noted above, upon the commencement of the course, the deposit is non-refundable per the terms of the signed contract and upon completion of the course, the Company has provided all services to be delivered to the student under the contract; (3) the price is fixed and determinable - the signed contract indicates a fixed dollar amount for the tuition for the courses enrolled by the student; (4) collectability is reasonable assured - the Company receives as payment a deposit and the balance of the tuition before the course is completed, or credit is extended for installment payments, as evidenced by promissory note not to exceed one year. 

The Company records licensing revenue by granting an annual exclusive license to sell Dent Tools Direct, USA Inc. ("Dent Tools") merchandise online under the Ding King name and logo on the DKTI website. The Company recognizes licensing revenue ratably monthly as the Company earns revenue and satisfies conditions for recognition of revenues.  

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company follows the provisions of ASC 740-10, "Accounting for Uncertain Income Tax Positions." When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are  measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

mLight Tech, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Unaudited)

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted net earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months and nine months periods ended June 30, 2015 and 2014, there were no potentially dilutive common shares outstanding during the period. 

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 

NOTE 3 - Payroll Taxes

The Company has accrued for payroll taxes for the period ended June 30, 2015, however, these and prior amounts have not been remitted to the appropriate taxing authorities and are delinquent. The outstanding balance as of June 30, 2015 was $39,359 and at September 30, 2014 was $29,750, and is included in Accrued Expenses on the balance sheets. Management intends to pay this obligation as soon as sufficient funds become available. The Company may be liable for penalties, including interest on the delinquent taxes, therefore, the Company has recorded an additional accrual of approximately 11% of the outstanding balance. 

mLight Tech, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Unaudited)

NOTE 4 - Notes Payable 

Notes payable consists of:

The Company has recorded interest expense of $3,325 and $3,325 for the three months ended June 30, 2015 and 2014, and $9,975 and $10,250 for the nine months ended June 30, 2015 and 2014, respectively. 

On January 9, 2015, the Company and the individual debt holder of the three promissory notes totaling $133,000 mutually agreed to extend the payment due date of these promissory notes due on March 31, 2015 to March 31, 2017. 

Operating Lease

The Company leases real property under an operating lease which commenced on August 1, 2014 for a term of thirty-six (36) months and expires on July 31, 2017. During the lease term, the Company shall pay an initial monthly base rent of $1,843 plus its share of monthly direct expense charge of $566 for a total initial monthly rent of $2,409 for a period of twelve (12) months. The monthly base rent will increase to $1,899 commencing August 1, 2015 and continuing through July 31, 2016, and to $1,956 commencing August 1, 2016 and continuing through July 31, 2017, respectively. The monthly direct expense charge is subject to adjustment pursuant to the terms of the lease. 

The total rent expense including common area maintenance charges was $7,229 and $6,270 for the three months ended June 30, 2015 and 2014, and $21,687 and $16,930 for the nine months ended June 30, 2015 and 2014, respectively. The minimum future payment commitment for the lease property is summarized below: 

mLight Tech, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Unaudited)

Legal Matters

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company's financial position or results of operations. 

NOTE 5 - Purchase Commitments

The Company received $430,000 in advances from a manufacturer and a distributor for anticipated rebates from purchases of paint and related products. In exchange for the advanced funds, the Company agreed to exclusively purchase paint and related products from the manufacturer and the distributor over a five and seven year period commencing in 2007 up to a certain dollar volume amount (the "Rebate Agreement(s)"). The Company initially recorded the amount of the advances as a liability on the balance sheet under "Purchase commitments". Based on the volume of products purchased by the Company, this liability is reduced on a pro-rata basis. The Company has not purchased the volume of products at the rate anticipated in the Rebate Agreements. Based on the amount of products purchased to date by the Company, the remaining amount of the rebates advanced is $368,532 and $375,943 as of June 30, 2015 and September 30, 2014, respectively. 

The total dollar amount of products the Company is required to buy under the Rebate Agreement from the distributor was $4,200,000. The Company's original distributor ceased operations and sold its business to the Company's current distributor, and management believes the Rebate Agreement was assigned to the current distributor. The Rebate Agreement with the distributor expired in November 2012. Management is still operating under the same contractual terms of the agreement as if it is still effective. The Company has previously made an effort to contact the current distributor regarding its purchase commitments. Management anticipates they will be able to successfully negotiate a revised agreement to fulfill the purchase commitment or obtain a concession from the distributor as the Company is currently purchasing products in the ordinary course of business. In the event the Company cannot negotiate a satisfactory agreement, other vendors exist in the market to purchase these products and management believes there would be no significant impact on the Company's operations. If the Company is unable to negotiate an extension or concessions to repay the obligation, the Company may incur legal costs of litigation for breach of contract. 

The total dollar amount of products the Company is required to buy under the Rebate Agreement from the manufacturer was $1,780,000. The contract with the manufacturer expired in November 2014. Management is still operating under the same contractual terms of the agreement as if it is still effective. The Company has previously made an effort to contact the current manufacturer regarding its purchase commitments. If the Company cannot fulfill the purchase obligation, management anticipates they will be able to negotiate a time extension to fulfill the purchase commitment. If the Company is unable to negotiate extensions or concessions to repay the obligation, the Company may incur legal costs of litigation for breach of contract. 

mLight Tech, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Unaudited)

NOTE 6 - Related Party Transactions

Transactions with the Shareholder

The principal shareholder/officer of the Company ("Officer") utilizes the Company's banking function for personal expenses. Cash advances received by the Officer and payment of his personal expenses by the Company have been recorded as compensation to Officer. The Company has recorded $29,995 and $32,398 as compensation expense for the three months ended June 30, 2015 and 2014, and $87,357 and $36,809 for the nine months ended June 30, 2015 and 2014, respectively. In addition, the same officer provided a short-term advance to the Company in the amount of $500 as of June 30, 2015 towards its working capital requirements, which remains outstanding as of June 30, 2015. 

Purchases and Advances from Affiliated Entity

The Company had purchased its paintless repair tools in the past from Dent Tools Direct ("Dent Tools"), a previously affiliated entity through common ownership. On January 17, 2014, the principal shareholder of the Company divested his ownership interest in Dent Tools for $1 consideration. For the three months ended June 30, 2015 and 2014, the Company purchased $0 and $36,312 of tools from Dent Tools, and for the nine months ended June 30, 2015 and 2014, the Company purchased $102,579 and $87,536 of tools from Dent Tools, of which no amounts were outstanding as payables at June 30, 2015 and September 30, 2014, respectively. 

On January 4, 2013, DKTI entered into a licensing agreement with Dent Tools whereby, DKTI granted an exclusive license to Dent Tools to sell Dent Tools merchandise online under the Ding King name and logo on the DKTI website. Dent Tools agreed to pay DKTI a royalty of $300,000 over a 24 month period. The payment terms agreed for licensing were a monthly payment of $20,000 for the calendar year 2013 for a total of $240,000, and the remaining balance of $60,000 to be paid at the monthly amount of $5,000 over the next twelve months. In addition, Dent Tools agreed to settle on behalf of DKTI a note payable to an individual in the amount of $25,000 in lieu of payment towards the licensing fee during the year ended September 30, 2014. 

On September 15, 2014, DKTI and Dent Tools renewed their licensing agreement whereby Dent Tools agreed to pay cash or sell product in advance $95,000 in licensing fees for the twelve months period starting January 1, 2015 to December 31, 2015. The Company received the licensing fee of $95,000 as of December 31, 2014 with $13,798 in cash and $81,202 in settlement for purchase of tools and accessories from Dent Tools. 

The Company has recorded $23,750 and $15,000 in licensing revenues for the three months ended June 30, 2015 and 2014, and $62,500 and $90,000 for the nine months ended June 30, 2015 and 2014, respectively. The Company has recorded $47,500 and $0 as deferred revenue as of June 30, 2015 and September 30, 2014.

mLight Tech, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

June 30, 2015 and 2014

(Unaudited)

NOTE 7 - Stockholders' Equity

The Company's capitalization at June 30, 2015 was 300,000,000 authorized common shares with a par value of $0.0001 per share. 

On February 8, 2013, mLight'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 issued and outstanding shares were 204,000,000. All prior period shares and per share calculations in these financial statements and elsewhere in this report have been retroactively adjusted to reflect this stock split. 

On August 1, 2013, in a private transaction, Todd Sudeck, the sole director and officer of the Company, acquired a total of 180,000,000 shares of the Company's common stock from Edward Sanders, the Company's former director and officer and principal shareholder. Mr. Sudeck's 180,000,000 shares amount to approximately 88.24% of the Company's currently issued and outstanding common stock. 

On October 31, 2013, the Company acquired all 100% of the issued and outstanding capital stock of the Ding King Training Institute, Inc. by issuing 2,500,000 shares of its common stock valued at $250. The acquisition is being accounted as recapitalization. At the closing of the acquisition, the Company recorded an increase in common stock of $15,400 as a result of recapitalization. 

As a result of stock issuances, the Company has 206,500,000 shares of common stock issued and outstanding at June 30, 2015 and September 30, 2014, respectively. 

NOTE 8 - Subsequent Events

Management has evaluated subsequent events through the date of this filing, noting no items that would impact the accounting for events or transactions in the current period or require additional disclosure. 

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited financial statements and accompanying notes and the other financial information appearing elsewhere. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

The merger between mLight Tech, Inc. and Ding King Training Institute, Inc. is being accounted for as a recapitalization. DKTI is the acquirer for financial reporting purposes and mLight is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the merger are those of DKTI. The assets and liabilities of mLight are recorded at their historical cost, and the consolidated financial statements after completion of the merger include the assets and liabilities of DKTI and mLight, and the historical operations of DKTI and operations of the combined company from the closing date of the merger.

As used herein and except as otherwise noted, the term "Company", "it(s)", "our", "us", "we" and "mLight" shall mean mLight Tech, Inc., a Florida corporation, and its consolidated subsidiary.

Overview of the Business

As a result of our merger with Ding King Training Institute, Inc. ("DKTI") on October 31, 2013, our business became the business of DKTI. DKTI is in the business of training individuals for a career as a technician in the Automotive Appearance Industry, which includes paintless dent repair, interior restoration, windshield repair, window detailing, odor removal, detailing and alloy wheel repair. The potential students are employees of auto body shops, car rental companies and car dealers as well as entrepreneurs looking to start their own businesses. DKTI is a California State Licensed Vocational School with the Bureau for Private Post-Secondary Education (BPPE #301591) and also authorized to sell business opportunities in the Automotive Appearance Training industry. 

For the nine months ended June 30, 2015, DKTI graduated 106 students with completion of 170 courses, as compared to graduating 71 students with 115 completed courses in the same comparable periods of 2014, with the majority of students completed courses in paintless dent repair and interior restoration. DKTI offers its courses at one location in Costa Mesa, California; however, limited classes have been offered in Missouri, South Carolina, New Jersey, Colorado and Texas. No online classes are presently offered by DKTI. DKTI currently has 4 non-employee instructors who teach the courses offered by DKTI on an as needed basis depending upon the demand for the courses. 

DKTI offers the following courses. The tuition rates include a $75 registration fee and all tools and equipment necessary, where applicable: 

Financial Operations Overview

Results of Operations for the three months and nine months periods ended June 30, 2015 and June 30, 2014.

The consolidated results of operations for the three months and nine months ended June 30, 2015 included the results of operations of DKTI and mLight Tech. The consolidated results of operations for the nine months ended June 30, 2014 included (a) the results of operations of mLight for the eight months from November 1, 2013 to June 30, 2014 as a result of merger on October 31, 2013, and (b) the results of operations of DKTI for the nine months ended June 30, 2014. The consolidated results of operations for the three months ended June 30, 2014 included both DKTI and mLight Tech. 

Revenues for the three months ended June 30, 2015 and 2014 were $505,350 and $343,479, respectively. Revenues primarily comprise of training courses offered and licensing income earned by marketing online trade name and shopping cart. Revenues for the three months increased in 2015 by $161,871 or 47% primarily due to the increase in student enrollments and training course completions during the three months ended June 30, 2015 as compared to 2014. The Company increased its online marketing presence via pay per click advertising on Google and an increase in search engine optimization marketing caused the quantity of leads to increase, thus allowing us to generate more sales. Additionally, the Company had more customers add-on additional training packages to their core PDR Training program also helping to increase sales. The Company began offering PDR Training in Texas which was helpful in generating more mid-west customers who were able to drive to school and avoid the inconvenience of airports and other travel related expenses. During the three months ended June 30, 2015, 33 students graduated who were enrolled in 80 training courses as compared to 22 students graduated enrolling in 44 courses in the same comparable period in 2014. As a result, the Company recorded $323,699 in revenues earned from training courses completed in 2015 and $157,901 from the sale of tools and accessories as compared to $206,621 in revenues earned from training courses completed and $121,858 from sale of tools and accessories for the same comparable period in 2014. The Company recorded $23,750 in licensing income in 2015 compared to $15,000 in licensing income for the same comparable three month period ended June 30, 2014. The Company executed an exclusive license in 2013 and 2014 to an affiliated entity, Dent Tools Direct USA, Inc., to market online its trade name and shopping cart. 

Revenues for the nine months ended June 30, 2015 and 2014 were $1,161,883 and $821,920, respectively. Revenues increased for the nine months ended June 30, 2015 by $339,963 or 41% primarily due to the increase in students' enrollment (35 students) and training course completions (56 courses) in 2015 as compared to 2014. The Company recorded $703,817 in revenues earned from training courses completed and $395,567 from the sale of tools and accessories in nine months ended June 30, 2015 as compared to $442,660 in revenues earned from training courses completed and $289,260 from the sale of tools and accessories for the same comparable period in 2014. The Company recorded $62,500 in licensing income for the nine months ended June 30, 2015 as compared to $90,000 in licensing income for the same comparable period in 2014. The Company also offered additional training courses noted above in 2014 which also helped in increasing enrollment of students resulting in an increase in training revenues. 

Cost of sales for the three months ended June 30, 2015 and 2014 were $195,384 and $154,177, respectively. Cost of sales as a percentage of tuition revenue was 41% for 2015 and 47% for 2014 because the Company offered discounted pricing for additional courses to students both in 2015 and 2014 and had kept the same number of instructors while the student enrollment increased. As a result, students to instructor ratio increased, which reduced the cost of sales as a percentage of tuition revenues. There are no direct costs associated with revenues derived from our licensing revenues. 

Cost of sales for the nine months ended June 30, 2015 and 2014 were $585,652 and $399,760, respectively. Cost of sales as a percentage of tuition revenue was 53% for 2015 as compared to 55% for the same comparable period in 2014 primarily because the Company offered discounted pricing for additional courses to students both in 2015 and 2014, and had kept the same number of instructors with the increase in number of students. This resulted in an increase in students to instructor ratio which reduced the cost of sales as a percentage of training revenue. There are no direct costs associated with revenues derived from the licensing revenues. 

Operating expenses for the three months ended June 30, 2015 were $221,699 compared to $183,483 for the same comparable period in 2014. Operating expenses primarily consist of selling, general and administrative expense and depreciation expense. Selling, general and administrative expenses (S,G&A) for the three months ended June 30, 2015 and 2014 were $221,159 and $182,855, respectively. S,G&A increased by $38,304 or 21% in 2015 primarily due to increase in sales and marketing promotions expense incurred by the Company to enroll new students, increase in consulting, increase in provision for bad debts, and increase in legal and professional fees as a result of being a public company. Depreciation and amortization expense for the three months ended June 30, 2015 was $540 compared to $628 for the same comparable period in 2014.  

Operating expenses for the nine months ended June 30, 2015 were $551,021 compared to $478,282 for the same comparable period in 2014. S,G&A for the nine months ended June 30, 2015 and 2014 were $548,987 and $476,707, respectively. S,G&A increased by $72,280 or 15% in 2015 as compared to 2014 primarily due to increase in sales and marketing promotions expense incurred by the Company to enroll new students, increase in provision for bad debts, increase in legal and professional fees as a result of being a public company, and administrative and consulting fees related to the merger of DKTI with mLight. Depreciation and amortization expense for the nine months ended June 30, 2015 was $2,034 compared to $1,575 for the same comparable period in 2014. Management expects our costs to continue to fluctuate until we begin to generate substantial increase in revenues. 

Interest expense for the three months ended June 30, 2015 and 2014 was $3,325 and $3,325, respectively, since the Company's outstanding debt remained the same during the respective comparable time periods. 

Interest expense for the nine months ended June 30, 2015 and 2014 was $9,975 and $10,250, respectively. Interest expense decreased by $275 for the nine months ended June 30, 2015 due to the timing of the settlement of debt payments as compared to the same comparable period in 2014. 

As a result of the above explanations, the net income for the three months and nine months ended June 30, 2015 was $84,142 and $14,025 as compared to the net income of $2,494 for the three months ended June 30, 2014 and net loss of $66,372 for the nine months ended June 30, 2014. 

Liquidity and Capital Resources

The accompanying consolidated financial statements for the nine months ended June 30, 2015 and 2014 have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have recorded a net income of $14,025 for the nine months ended June 30, 2015 and net cash flows used in operating activities were $22,188. In addition, we have an accumulated deficit of $551,691 and working capital deficiency of $429,440 as of June 30, 2015. Management's plans include generating income by offering additional training courses to cover operating costs to generate sufficient cash flows and raise capital by borrowing and/or sale of common shares to continue as a going concern. Management has negotiated an agreement with a debt holder to extend the due date of payment of promissory notes by additional two years to March 31, 2017. There is no assurance these plans will be realized. 

Operating Activities

Net cash flows used in operating activities for the nine months ended June 30, 2015 was $22,188, primarily due to the net income of $14,025, depreciation and amortization expense of $2,034, bad debt expense of $39,071, increase in accounts receivable of $133,394, increase in bank overdraft of $10,739, decrease in accounts payable of $12,236, increase in accrued expenses of $16,809, increase in accrued interest of $9,975, increase in deferred revenues of $47,500, decrease in refundable deposits of $9,300 and decrease in purchase commitments of $7,411. 

Financing Activities

Net cash flows used in financing activities for the nine months ended June 30, 2015 was $0. 

Investing Activities

Net cash flows used in investing activities for the nine months ended June 30, 2015 was $0. 

As a result of the above activities, we experienced a net decrease in cash and cash equivalents of $22,188 for the nine months ended June 30, 2015. Cash and cash equivalents at June 30, 2015 were $0 as compared to $13,253 at June 30, 2014 as we were overdrawn in our bank account. 

To date, we have financed our operations primarily through borrowings from our President and Chief Executive Officer and more recently by executing promissory notes for our working capital requirements. Our working capital and other capital requirements for the next twelve months to bring our proposed training programs to commercial viability will vary based upon a number of factors, including but not limited to obtaining approvals from various states to open new training schools in their states, and signing up for federally funded programs to open training schools. However, because several factors related to the growth of our operations remain outside of our control e.g. timing of the approvals by states for us to open training schools, there can be no assurance we will achieve commercial viability. Due to the limited funds available, the Company has partnered with its former students to act as instructors in Missouri and Texas, and sub-leasing their facilities to offer training courses to students. 

We believe that existing funds, funds generated from our operations, plus those we have raised from borrowings will not be sufficient to support our operations for the next twelve months. Management has negotiated an agreement with the debt holder to extend the due date of payment of promissory notes by additional two years to March 31, 2017. However, it is possible that we will not be able to maintain our training programs and other services through such period or we will not raise sufficient additional funds from borrowings or sale of our common stock to cover operational expenses. Under those circumstances, we will need to obtain additional funding to support our operations. Because we have no contractual commitments with respect to any of these initiatives, there can be no assurance that additional funds for operations will be available on commercially reasonable terms or in the necessary amounts. Our inability to obtain any needed additional financing would have a material adverse effect on us, including possibly requiring us to significantly curtail our operations. 

Effects of Inflation

We do not believe that inflation has had a material impact on our business. 

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and judgments related to the application of certain accounting policies. 

While we base our estimates on historical experience, current information and other factors deemed relevant, actual results could differ from those estimates. We consider accounting estimates to be critical to our reported financial results if (i) the accounting estimate requires us to make assumptions about matters that are uncertain and (ii) different estimates that we reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have material impact on our financial statements. 

We consider our policy for revenue recognition due to the continuously evolving standards and industry practices related to revenue recognition, wherein any changes could materially impact the way we report revenues. Accounting policies related to income taxes are also considered to be critical as these policies involve considerable subjective judgment and estimation by management. Critical accounting policies and our procedures related to these policies are described below. 

Revenue Recognition

The Company's tuition packages vary in price according to the different types of training programs purchased by the students. Upon commencement of the courses, the Company recognizes as revenue any deposits previously received, as they are non-refundable upon commencement of the courses. The remaining tuition from the student or the student's employer, which is received upon the commencement of the course or extended credit over a period of one to three months, is recognized as revenue upon the completion of the training courses, the duration of which is one to two weeks. 

The Company's revenue recognition policy is based on the revenue recognition criteria established under the SEC's Staff Accounting Bulletin No. 104. The criteria and how the Company satisfies each element are as follows: (1) persuasive evidence of an arrangement - the Company and the student or the student's employer (the customer) enters into a signed contract with the Company; (2) delivery has occurred - as noted above, upon the commencement of the course, the deposit is non-refundable per the terms of the signed contract and upon completion of the course, the Company has provided all services to be delivered to the student under the contract; (3) the price is fixed and determinable - the signed contract indicates a fixed dollar amount for the tuition for the courses enrolled by the student; (4) collectability is reasonable assured - the Company receives as payment a deposit and the balance of the tuition before the course is completed, or credit is extended for installment payments, as evidenced by promissory note not to exceed one year. 

The Company records licensing revenue by granting an annual exclusive license to sell Dent Tools Direct, USA Inc. ("Dent Tools") merchandise online under the Ding King name and logo on the DKTI website. The Company recognizes licensing revenue ratably monthly as the Company earns revenue and satisfies conditions for recognition of revenues.  

Environmental Matters

Our operations are subject to evolving federal, state and local environmental laws and regulations related to the discharge of materials into the environment. Our process is not expected to produce harmful levels of emissions or waste by-products. However, these laws and regulations would require us to remove or mitigate the environmental effects of the disposal or release of substances at our site should they occur. Compliance with such laws and regulations can be costly. Additionally, governmental authorities may enforce the laws and regulations with a variety of civil and criminal enforcement measures, including monetary penalties and remediation requirements. We are not aware of any area of non-compliance with federal, state or local environmental laws and regulations as of the date of this report. Management has not recorded a reserve for any contingencies related to this area, however that is based on management current understanding of the applicable laws and regulations that are subject to interpretation by the regulatory authorities. 

Recent Accounting Pronouncements

See Note 2 of our Financial Statements included in this report for discussion of recent accounting pronouncements. 

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 Quarterly Report on Form 10-Q, 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: 

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, 2015, 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, our President 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 are 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 no independent board members; lack of any outside directors on our board of directors, which results 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; inadequate financial close process to capture expenses in the proper period and other cut-off errors; and, management dominated by a single individual/small group without adequate compensating controls. The aforementioned material weaknesses continued to be present during the current reporting period, based upon the assessment of disclosure controls and procedures conducted by our President in connection with the review of our financial statements as of June 30, 2015. 

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 any 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 in the treasury and banking functions as well as in other areas, and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. 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 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 be implemented as financial resources become available to us to fund these remediation efforts. Since our last periodic filing, we have not been able to proceed with these initiatives. 

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. 

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

_____________

* 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. 

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