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8-K/A - FORM 8-K/A - CX Network Group, Inc. | mlight_8ka.htm |
EXHIBIT 9.2
mLight Tech, Inc.
Unaudited Pro-forma Financial Information
The following presents our unaudited pro-forma financial information. The pro-forma adjustments to the balance sheet give effect to the acquisition of Ding King Training Institute, Inc. as if the transaction occurred on September 30, 2013.The pro-forma statements of operations give effect to the business acquisitions of Ding King Training Institute, Inc., as if the acquisitions had occurred at October 1, 2012. The pro-forma adjustments are based upon available information and certain assumptions that we believe are reasonable.
The unaudited pro-forma financial information is for informational purposes only and does not purport to present what our results would actually have been had these transactions actually occurred on the dates presented or to project our results of operations or financial position for any future period. The information set forth below should be read together with the significant notes and assumptions to the pro-forma statements, and the mLight Tech, Inc. Annual Report on Form 10-K for the fiscal year ended September 30, 2012 which is incorporated by reference in this Form 8-K/A, and the audited financial statements of Ding King Training Institute, Inc. for the years ended December 31, 2012 and 2011, including the notes thereto, and the unaudited financial statements of Ding King Training Institute, Inc. for the twelve months ended September 30, 2013, including the notes thereto, which were included in the Original Filing.
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mLight Tech, Inc.
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PRO FORMA BALANCE SHEETS
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SEPTEMBER 30, 2013
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(UNAUDITED)
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Historical
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Acquirer
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Acquiree
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Pro-forma Adjustments
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mLight
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DKTI
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Debit
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Credit
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Pro-Forma
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ASSETS
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Current Assets:
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Cash & cash equivalents
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$ | 2,958 | $ | - | $ | 2,958 | ||||||||||||||
Accounts receivable, net
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- | 35,029 | 35,029 | |||||||||||||||||
Total current assets
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2,958 | 35,029 | 37,987 | |||||||||||||||||
Property and equipment, net
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- | 4,540 | 4,540 | |||||||||||||||||
Goodwill
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- | - | 24,750 | A2 | 24,750 | |||||||||||||||
Security deposits
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- | - | - | |||||||||||||||||
Total Assets
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$ | 2,958 | $ | 39,569 | $ | 67,277 | ||||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities:
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Cash overdraft
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$ | - | $ | 3,498 | $ | 3,498 | ||||||||||||||
Accounts payable
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1,802 | 6,616 | B1 | 10,000 | 18,418 | |||||||||||||||
Accrued liabilities
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- | 69,375 | 69,375 | |||||||||||||||||
Purchase commitments
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397,137 | 397,137 | ||||||||||||||||||
Note payable
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10,000 | 564,970 | 574,970 | |||||||||||||||||
Accrued interest
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- | 193,789 | 193,789 | |||||||||||||||||
Total current liabilities
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11,802 | 1,235,385 | 1,257,187 | |||||||||||||||||
Stockholders' Equity:
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Common stock, Authorized 300,000,000 common shares, $0.0001 par value, 204,000,000 shares issued and outstanding at September 30, 2013
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20,400 | 20,650 | ||||||||||||||||||
Capital stock
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5,000 | 5,000 | A1 | |||||||||||||||||
A2 | 250 | |||||||||||||||||||
Additional paid in capital
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600 | - | A2 | 24,500 | 5,451 | |||||||||||||||
19,649 | A1 | |||||||||||||||||||
Shareholder advance
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(154,936 | ) | (154,936 | ) | ||||||||||||||||
Retained earnings (deficit)
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(29,844 | ) | (1,045,880 | ) | A1 | 24,649 | (1,061,075 | ) | ||||||||||||
10,000 | B1 | |||||||||||||||||||
Total stockholders' deficit
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(8,844 | ) | (1,195,816 | ) | (1,189,910 | ) | ||||||||||||||
Total Liabilities and Stockholders' Equity
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$ | 2,958 | $ | 39,569 | $ | 59,399 | $ | 59,399 | $ | 67,277 |
See Unaudited Significant Notes and Assumptions to Pro Forma Financial Statements.
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mLight Tech, Inc.
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PRO FORMA STATEMENTS OF OPERATIONS
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FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2013
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(UNAUDITED)
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Historical
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Acquirer
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Acquiree
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Pro Forma Adjustments
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mLight
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DKTI
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Debit
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Credit
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Pro Forma
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Revenues
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$ | - | $ | 636,390 | $ | 636,390 | ||||||||||||||
Cost of goods sold
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- | 187,950 | 187,950 | |||||||||||||||||
Gross profit
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- | 448,440 | 448,440 | |||||||||||||||||
Operating expenses
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Selling, general & administrative
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4,995 | 341,919 | 10,000 | 356,914 | ||||||||||||||||
Depreciation and amortization
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- | 630 | 630 | |||||||||||||||||
Total operating expenses
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4,995 | 342,549 | 357,544 | |||||||||||||||||
Income (loss) from operations
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(4,995 | ) | 105,891 | 90,896 | ||||||||||||||||
Non-operating income (expense):
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Interest expense
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(199 | ) | (61,856 | ) | (62,055 | ) | ||||||||||||||
Total non-operating income (expense)
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(199 | ) | (61,856 | ) | (62,055 | ) | ||||||||||||||
Income (loss) from continuing operations before income tax
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(5,194 | ) | 44,035 | 28,841 | ||||||||||||||||
Provision for income tax
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- | - | - | |||||||||||||||||
Net income (loss)
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(5,194 | ) | 44,035 | 10,000 | - | 28,841 | ||||||||||||||
Other comprehensive income (loss):
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Unrealized gain (loss) on marketable securities
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- | - | - | |||||||||||||||||
Comprehensive income (loss)
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$ | (5,194 | ) | $ | 44,035 | $ | 10,000 | $ | - | $ | 28,841 | |||||||||
Net loss per common share and equivalents -
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basic and diluted loss from operations
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$ | 0.00 | ||||||||||||||||||
Weighted average shares of share capital outstanding
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- basic & diluted
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206,500,000 |
Weighted average number of shares used to compute basic and diluted loss per share for the year ended September 30, 2013 is the same since the effect of dilutive securities is anti-dilutive.
See Unaudited Significant Notes and Assumptions to Pro Forma Financial Statements.
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mLight Tech, Inc.
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PRO FORMA ADJUSTMENTS
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SEPTEMBER 30, 2013
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(UNAUDITED)
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Debit
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Credit
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A1 |
Common stock
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5,000 | ||||||||
Additional paid in capital
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19,649 | |||||||||
Retained deficit
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24,649 | |||||||||
To remove the common stock and retained defict of the acquiree.
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A2 |
Goodwill
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24,750 | ||||||||
Common stock
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250 | |||||||||
Additional paid in capital
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24,500 | |||||||||
To record goodwill at excess of fair value of assets acquired over liabilities assumed pursuant to the purchase agreement.
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B1 |
Accumulated deficit
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$ | 10,000 | |||||||
Accounts payable
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$ | 10,000 | ||||||||
To record non-recurring professional fees (acquirer expense) incurred in the acquisitions
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Total
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$ | 59,399 | $ | 59,399 |
See Unaudited Significant Notes and Assumptions to Pro Forma Financial Statements.
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DKTI
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ACQUISITION BALANCE SHEET
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October 31, 2013
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(UNAUDITED)
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Cash and cash equivalents
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$ | - | ||
Accounts Receivable
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35,029 | |||
Property and equipment
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$ | 9,974 | ||
Less Accumulated depreciation
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(4,479 | ) | ||
Property and equipment, net
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5,495 | |||
Total assets acquired
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40,524 | |||
Liabilities assumed:
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Bank overdraft
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(81,005 | ) | ||
Accounts payable
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(6,616 | ) | ||
Accrued liabilities
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(66,478 | ) | ||
Accrued interest
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(230,598 | ) | ||
Notes payable
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(557,380 | ) | ||
Purchase commitments
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(397,137 | ) | ||
Total liabilities assumed
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(1,339,213 | ) | ||
Net assets acquired
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(1,298,689 | ) | ||
Total purchase price
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$ | 24,750 | ||
Common stock - 2,500,000 shares
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$ | 250 | ||
Additional paid in capital
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24,500 | |||
Total purchase price
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$ | 24,750 | ||
Goodwill recognized at acquisition
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$ | 24,750 |
Depreciation of property and equipment has been given effect to the acquisition as if the transaction occurred.
5
mLight Tech, Inc.
Significant Notes and Assumptions to Pro-Forma Financial Statements
(Unaudited)
On October 31, 2013, mLight Tech, Inc., a Florida corporation (herein referred to as the “Company”, “we”, “it” “us”) entered into an Agreement of Purchase and Sale of Stock (the “Agreement”) with Ding King Training Institute,Inc., a California corporation (“DKTI”) and the individual standing as the sole equity-holder of DKTI (the “Equity-Holder”). The Equity-Holder, Todd Sudeck, is also the majority shareholder, sole Director, Chief Executive Officer, President, Secretary, Chief Financial Officer and Treasurer of the Company. Pursuant to the terms of the Agreement, the Company acquired one hundred percent (100%) of the issued and outstanding capital stock of DKTI in exchange for the issuance of Two Million Five Hundred Thousand (2,500,000) restricted shares of the Company's Common Stock valued at $24,750, at the closing share price of the Company’s common shares on the date of completion of the acquisition. This summary of the Agreement does not purport to be a complete statement of the terms of the Agreement. The merger transaction closed on October 31, 2013. The summary is qualified in its entirety by reference to the full text of the Agreement which was filed with this Current Report on Form 8-K (the “Report”) on November 5, 2013 and is incorporated herein by reference herein.
On October 31, 2013, we entered into an Agreement with DKTI, a California corporation. At closing DKTI merged into the Company and for accounting purposes, the transaction was treated as a reverse merger with DKTI being the surviving company. The merger transaction closed effective October 31, 2013. On October 31, 2013, the sole owner of DKTI received 2,500,000 shares of common stock of the Company in exchange for 100% ownership of DKTI. The common shares issued by us to this shareholder of DKTI have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The accompanying unaudited pro-forma financial information reflects the financial statements of mLight Tech, Inc. and DKTI. The pro-forma adjustments to the balance sheet give effect to the acquisitions of DKTI as if the transaction occurred on September 30, 2013. The pro-forma adjustments to the statements of operations give effect to the acquisitions as if the transaction occurred on October 1, 2012.
Significant assumptions include:
The shares issued to the owner of DKTI were contractually valued at $24,750 based on issuance of 2,500,000 shares of our common stock valued at $0.0099 per share which was based on the closing price per share on the date of closing the transaction.
We incurred a non-recurring $10,000 of professional fees for legal and accounting related to the acquisition which is reflected as adjustments to accumulated deficit at September 30, 2013.
Depreciation of property and equipment has been given effect to the acquisitions as if they occurred on October 1, 2012.
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