UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2014

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: 000-55028

  

TOA Optical Tech, Inc.

(Exact name of registrant as specified in its charter)

 

	Delaware	46-1778734
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
	1-1-36, Nishiawaji, Higashiyadogawa-ku Osaka, Japan	533-0031 (Zip Code)
	(Address of Principal Executive Offices)

 

  Issuer's telephone number: +81-6-6325-5035

Fax number: +81-6325-5037 

Email: info@toa-group.asia

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the 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. [X]Yes [ ] 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 (Section 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). [X ]Yes [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company [X]

 

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

 

 [ ] Yes [X] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of December 5, 2014, there were approximately 60,000,000 shares of common stock and 1,000,000 shares of preferred stock issued and outstanding.

 

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INDEX 

			Page
PART I-FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS (UNAUDITED)		F1
Consolidated balance Sheets at October 31, 2014 and July 31, 2014			F1
conSOLIDATed statements of Operations AND COMPREHENSIVE LOSS for the three months ended October 31, 2014 AND 2013			F2
CONSOLIDATED Statements of Cash Flows FOR THE THREE MONTHS ENDED OCTOBER 31, 2014 AND 2013.			F3
Notes to Financial Statements			F4
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS		3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		3
ITEM 4	CONTROLS AND PROCEDURES		4
PART II-OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS		5
ITEM 1A	RISK FACTORS
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		5
ITEM 3	DEFAULTS UPON SENIOR SECURITIES		5
ITEM 4	MINE SAFETY DISCLOSURES		5
ITEM 5	OTHER INFORMATION		5
ITEM 6	EXHIBITS		5
SIGNATURES			6

 

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PART I-FINANCIAL INFORMATION

  

ITEM 1

FINANCIAL STATEMENTS

TOA OPTICAL TECH, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
			As of		As of
			October 31, 2014		July 31, 2014
ASSETS
Current Assets
	Cash and cash equivalents	$	1	$	-
	Inventories	$	17,809	$	19,457
TOTAL CURRENT ASSETS		$	17,810	$	19,457
TOTAL ASSETS		$	17,810	$	19,457
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Account payables - Related Party	$	17,809	$	19,457
	Loan from director	$	33,446	$	11,273
	Accrued expenses	$	4,500	$	8,550
	Tax payables	$	-	$	55
TOTAL CURRENT LIABILITIES		$	55,756	$	39,335
TOTAL LIABILITIES		$	55,756	$	39,335
Stockholder's Equity (Deficit)
	Preferred stock ($.0001 par value, 20,000,000 shares authorized;
	1,000,000 shares and none issued and outstanding
	as of October 31, 2014 and July 31, 2014)	$	100	$	100
	Common stock ($.0001 par value, 500,000,000 shares authorized,
	60,000,000 shares and 60,000,000 shares issued and outstanding
	as of October 31, 2014 and July 31, 2014)	$	6,000	$	6,000
	Additional paid-in capital	$	4,494	$	4,494
	Accumulated  deficit	$	(46,473)	$	(30,591)
Accumulated other comprehensive income
	Foreign currency translation	$	(2,066)	$	119
TOTAL SHAREHOLDERS’ EQUITY		$	(37,945)	$	(19,878)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	17,810	$	19,457
The accompanying notes are an integral part of these unaudited financial statements

 

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TOA OPTICAL TECH, INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
			Three months		Three months
			Ended		Ended
			October 31, 2014		October 31, 2013
Revenues - Related Party		$	-	$	-
Cost of revenues - Related Party			-		-
Gross profit			-		-
General and Administrative Expenses
	Professional fees		15,826		250
	Other expenses		55		-
Total Expenses		$	15,881	$	250
NET INCOME (LOSS)		$	(15,881)	$	(250)
OTHER COMPREHENSIVE INCOME
	Foreign currency translation adjustment	$	(2,185)	$	-
TOTAL COMPREHENSIVE INCOME (LOSS)		$	(18,067)	$	(250)
WEIGHTED AVERAGE SHARES OUTSTANDING			60,000,000		20,000,000
NET INCOME(LOSS) PER SHARE		$	(0.00)	$	(0.00)
The accompanying notes are an integral part of these unaudited financial statements

 

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TOA OPTICAL TECH, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
			Three months		Three months
			Ended		Ended
			October 31, 2014		October 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	(15,881)	$	(250)
	Changes in operating assets and liabilities:
	Inventories		1,648		-
	Prepaid expenses		-		2,000
	Accrued expenses		(4,050)		(1,750)
	Account payables - Related Party		(1,648)		-
	Tax payables		(55)		-
	Net cash provided by (used in) operating activities	$	(19,986)	$	-
CASH FLOWS FROM FINANCING ACTIVITIES
	Loan from director	$	22,173	$	-
	Net cash provided by (used in) financing activities	$	22,173	$	-
	Net effect of exchange rate changes on cash	$	(2,185)	$	-
Net Change in Cash and Cash equivalents		$	1	$	-
Cash and cash equivalents - beginning of period			-		-
Cash and cash equivalents - end of period			1		-
SUPPLEMENTAL INFORMATION
Interest paid			-		-
Income taxes paid			-		-
The accompanying notes are an integral part of these unaudited financial statements.

 

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TOA OPTICAL TECH, INC

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2014

(UNAUDITED)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS 

 

TOA OPTICAL TECH, Inc. (the “Company”), a growth company, was incorporated under the laws of the State of Delaware on July 22, 2013, with an objective to acquire, or merge with, an operating business. As of October 31, 2014, the Company conducts a trading business through its wholly owned subsidiary, TOA Hikari Giken Co., Ltd., a Japanese Corporation. Our business is engaged in the worldwide trading of LED products.

 

The accompanying unaudited condensed financial statements of TOA OPTICAL TECH, Inc. (the “Company” ) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month periods and for the period from the date of inception have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended July 31, 2014.

 

The results of operations for the three month period ended October 31, 2014 are not necessarily indicative of the results for the full fiscal year ending July 31, 2015.

 

In the quarter ended October 31, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

NOTE 2 - GOING CONCERN

 

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is considered a start-up company and has few current revenue sources. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

NOTE 3 - RELATED-PARTY TRANSACTIONS

 

At October 31, 2014, the Company owed a related party in the amount of $33,446 to Hajime Abe, sole director, for payment of the Company’s expenses.

 

At October 31, 2014, the Company has $17,809 of related party payable due to Optical Tech Co., Ltd. (“Optical Tech”) for the amount of inventory purchases. Tatsumi Shioya who is the CEO and President of the Company is also the owner and the President of Optical Tech.

 

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Our cash balance is $1 as of October 31, 2014. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Hajime Abe, our president and director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Hajime Abe, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require a minimum of $1,000,000 of funding. Being a start-up company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

 

We are a start-up company and have generated no revenue to date.

 

If we do not receive any proceeds in the foreseeable future or the minimum amount of $1,000,000 that we require to operate for the next 12 months, Hajime Abe has informally agreed to advance us funds, however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

 

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

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ITEM 4

CONTROLS AND PROCEDURES

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

 

As of October 31, 2014, the end of the fiscal period covered by this report, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of October 31, 2014, our internal control over financial reporting was not effective as of the end of the period covered by this report due to identified material weaknesses. Inasmuch as we only have one individuals serving as our officer, and employee we have determined that the Company has inadequate controls and procedures over financial reporting due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review, resulting in several audit adjustments related to derivative accounting, accounting of the Company’s convertible debt instruments, and write-off of assets. Management recognizes that its controls and procedures would be substantially improved if there was a greater segregation of the duties of Chief Executive Officer and Chief Financial Officer and as such is actively seeking to remediate this issue. Management believes that the material weakness in its controls and procedures referenced did not have an effect on our financial results.

 

This quarterly report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

 

Inherent limitations on effectiveness of controls

 

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the period ended October 31, 2014 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II-OTHER INFORMATION

 

ITEM 1

LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 1A

RISK FACTORS

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On December 3, 2013, Jeffrey DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of Prosperity Acquisition, Inc., entered into a Share Purchase Agreement with Hajime Abe, C/O Toa Shoko, 1-1-36, Nishiawaji, Higashiyodogawa- ku, Osaka 533-0031, Japan. Pursuant to the Agreement, Mr. DeNunzio transfered to Hajime Abe, 20,000,000 shares of our common stock which represents all of our issued and outstanding shares.

 

On June 20, 2014, the Company issued 1,000,000 shares of restricted Series A preferred stock valued at $100 to Hajime Abe as director compensation.

 

On June 20, 2014, the Company issued 40,000,000 shares of restricted common stock valued at $4,000 to Hajime Abe as director compensation.

 

On June 25, 2014, Mr. Hajime Abe entered into stock purchase agreements with approximately 504 Japanese shareholders. Pursuant to these agreements, Mr. Abe sold 46,305,000 shares of common stock in total to these individuals and received $4,630 as aggregate consideration.

 

On September 25, 2014, Mr. Hajime Abe entered into a stock purchase agreements with 1 Japanese shareholder. Pursuant to this agreement, Mr. Abe sold 50,000 of his own shares of common stock in total to this individual and received $5 as aggregate consideration. 

 

We claim an exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. 

 

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5

OTHER INFORMATION

 

None

 

ITEM 6

EXHIBITS

 

(a)	Exhibits required by Item 601 of Regulation S-K.

 

Exhibit No.		Description
3.1		Certificate of Incorporation (1)
3.2		By-laws. (1)
31.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)
31.2		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)
32.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
32.2		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101.INS		XBRL Instance Document (3)
101.SCH		XBRL Taxonomy Extension Schema (3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (3)
101.LAB		XBRL Taxonomy Extension Label Linkbase (3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (3)

 

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on August 22, 2013, and incorporated herein by this reference.
(2)	Filed herewith.
(3)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 

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SIGNATURES

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

 

TOA Optical Tech, Inc.

(Registrant)

 

By: /s/ Hajime Abe 

Name: Hajime Abe

CFO, Secretary, Treasurer

Dated: December 5, 2014

 

By: /s/ Tatsumi Shioya

Name: Tatsumi Shioya

CEO, President

Dated: December 5, 2014

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