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 December 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: 333-169805

 

mLight Tech, Inc. 

(Exact name of registrant as specified in its charter)

 

Florida		27-3436055
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

  

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.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if smaller reporting company)

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ 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 February 9, 2015.

 

 

 

 

 

TABLE OF CONTENTS

 

			Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements		4
	Consolidated Balance Sheets (unaudited)			4
	Consolidated Statements of Operations (unaudited)			5
	Consolidated Statements of Cash Flows (unaudited)			6
	Notes to Consolidated Financial Statements (unaudited)			7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.			15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.			19
Item 4.	Controls and Procedures.			20
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.			22
Item 1A.	Risk Factors.			22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.			22
Item 3.	Defaults Upon Senior Securities.			22
Item 4.	Mine Safety Disclosures.			22
Item 5.	Other Information.			22
Item 6.	Exhibits.			23

  

2

  

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.

 

3

  

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

mLight Tech, Inc. and Subsidiary 

Consolidated Balance Sheets

  

		December 31, 2014				September 30, 2014
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	30,748			$	22,188
Accounts receivable			98,977				70,277
Prepaid expense			1,749				-
Total current assets			131,474				92,465
Property and equipment, net			5,766				6,513
Security deposit			6,270				6,270
Total Assets		$	143,510			$	105,248
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable		$	43,888			$	49,705
Accrued expenses			40,002				35,930
Accrued interest			69,910				66,585
Refundable deposits			-				9,300
Deferred revenue			95,000				-
Payable to officer			500				500
Purchase commitments			373,771				375,943
Notes payable			133,000				133,000
Total current liabilities			756,071				670,963
Total Liabilities			756,071				670,963
Commitments and contingencies (Note 5)
Stockholders' equity (deficit)
Common stock, $0.0001 par value, 300,000,000 shares authorized; 206,500,000 shares issued and outstanding at December 31, 2014 and September 30, 2014, respectively			20,650				20,650
Accumulated deficit			(633,211	)			(586,365	)
Total stockholders' equity (deficit)			(612,561	)			(565,715	)
Total Liabilities and Stockholders' Equity		$	143,510			$	105,248

 

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

 

4

mLight Tech, Inc. and Subsidiary
Consolidated Statements of Operations
(Unaudited)

		For the Three Months Ended December 31,
		2014				2013
Revenues
Licensing fees		$	15,000			$	60,000
Tuition			315,522				160,596
Total revenues			330,522				220,596
Cost of sales			210,804				104,518
Gross profit			119,718				116,078
Operating expenses
Selling, general and administrative			162,242				144,204
Depreciation and amortization			747				379
Total operating expenses			162,989				144,583
Loss from continuing operations			(43,271	)			(28,505	)
Other income (expenses)
Interest expense			(3,325	)			(3,814	)
Total other income (expenses)			(3,325	)			(3,814	)
Loss from continuing operations before income tax			(46,596	)			(32,321	)
Provision for income tax			250				-
Net loss		$	(46,846	)		$	(32,321	)
Basis and diluted net income (loss) per share		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding			206,500,000				205,657,609

 

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

 

5

 

mLight Tech, Inc. and Subsidiary 

Consolidated Statements of Cash Flows 

(Unaudited) 

 

		For the Three Months Ended December 31,
		2014				2013
Cash flows from operating activities
Net loss		$	(46,846	)		$	(32,321	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			747				379
Bad debts			4,450				-
Changes in operating assets and liabilities
Accounts receivable			(33,150	)			12,248
Prepaid expense			(1,749	)			-
Bank overdraft			-				(3,499	)
Accounts payable			(5,817	)			31,370
Accrued expenses			4,072				(359	)
Accrued interest			3,325				(286	)
Deferred revenue			95,000				-
Refundable deposits			(9,300	)			3,900
Purchase commitments			(2,172	)			-
Net cash provided by operating activities			8,560				11,432
Cash flows from investing activities
Acquisition of property and equipment			-				(955	)
Net cash used in investing activities			-				(955	)
Cash flows from financing activities
Repayment of note payable			-				(10,567	)
Cash received from officer			-				10,022
Net cash used in financing activities			-				(545	)
Net increase in cash and cash equivalents			8,560				9,932
Cash and cash equivalents at the beginning of period			22,188				-
Cash and cash equivalents at the end of period		$	30,748			$	9,932
Supplemental disclosures of cash flows information:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	4,100
Supplemental disclosures of non-cash investing and financing activities:
Settlement of debt against accounts receivable		$	-			$	25,000
Recapitalization from acquisition		$	-			$	15,650

 

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

 

6

 

mLight Tech, Inc. 

Notes to the Consolidated Financial Statements 

December 31, 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 its consolidated 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 all 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 consolidated financial statements is for the three months ended December 31, 2014 and 2013, respectively, and are unaudited.

 

As shown in the accompanying consolidated financial statements, the Company has faced significant liquidity shortages. As of December 31, 2014, the Company’s total liabilities exceeded its total assets by $612,561. The Company has incurred a net loss of $46,846 for the three months ended December 31, 2014 and has an accumulated deficit of $633,211 as of December 31, 2014. The Company has had difficulty 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 believes this transaction will provide an improved capital raising opportunity to initiate expansion opportunities and increase advertising capabilities. Management currently plans to further expand 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. 

 

7

  

mLight Tech, Inc. 

Notes to the Consolidated Financial Statements 

December 31, 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 licensing revenue from a previously affiliated entity (Note 7) and 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 $4,450 and $0 for the three months ended December 31, 2014 and 2013, respectively, and believes all current receivables at December 31, 2014 are collectible.

 

8

 

mLight Tech, Inc. 

Notes to the Consolidated Financial Statements 

December 31, 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 December 31, 2014 and 2013 was $747 and $379, respectively.

 

Machinery and equipment	3 - 5 years
Office equipment and equipment	5 years

   

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.

 

9

  

mLight Tech, Inc. 

Notes to the Consolidated Financial Statements 

December 31, 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, 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 also receives licensing revenue by granting an exclusive license to sell Dent Tools Direct, USA Inc. (“Dent Tools”) merchandise online under the Ding King name and logo on the DKTI website (Note 7). Management has recognized revenue for this transaction as the Company has satisfied its conditions for recognition of revenues and believes collectability is reasonably assured given the current rate of collections and additional collections subsequent to the period end. Through December 31, 2014, all amounts under the license agreement have been collected.

 

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.

 

10

  

mLight Tech, Inc. 

Notes to the Consolidated Financial Statements 

December 31, 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 period ended December 31, 2014 and 2013, 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 December 31, 2014, however, these and prior amounts have not been remitted to the appropriate taxing authorities and are delinquent. The outstanding balance as of December 31, 2014 was $34,271 and $29,750 as of September 30, 2014, respectively. Management intends to pay this obligation as soon as sufficient funds become available. The Company may be liable for penalties, including interest for the delinquent taxes, therefore, the Company has recorded an additional accrual for approximately 10% of the outstanding balance.

  

NOTE 4  – Notes Payable

 

		December 31, 2014				September 30, 2014
		(Unaudited)
Notes payable consist of:
Note payable to individual, unsecured, 10% interest, due March 31, 2017		$	50,000		$		50,000
Note payable to individual, unsecured, 10% interest, due March 31, 2017			68,000				68,000
Note payable to individual, unsecured, 10% interest, due March 31, 2017			15,000				15,000
Total notes payable – current portion		$	133,000			$	133,000

 

 

11

 

mLight Tech, Inc. 

Notes to the Consolidated Financial Statements

December 31, 2014 

(Unaudited)

 

The Company has recorded interest expense of $3,325 and $3,814 for the three months ended December 31, 2014 and 2013, respectively.

 

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

 

NOTE 5 – Commitments and Contingencies

 

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 $6,479 for the three months ended December 31, 2014 and 2013, respectively. The minimum future payments for the leases are summarized below:

 

For the year ending September 30:		Payments
2015		$	21,797
2016			29,693
2017			25,219
Total		$	76,709

  

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.

 

12

  

mLight Tech, Inc. 

Notes to the Consolidated Financial Statements 

December 31, 2014 

(Unaudited)

 

NOTE 6 – 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 $373,771 and $375,943 as of December 31, 2014 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.

 

NOTE 7 – Related Party Transactions

 

Transactions with the Shareholder

 

The principal shareholder/officer of the Company utilizes the Company’s banking function for personal expenses. Cash advances received by the principal shareholder/officer and payment of his personal expenses by the Company have been recorded as compensation to officer. The Company has recorded $41,102 and $18,232 as compensation expense for the three months ended December 31, 2014 and 2013, respectively. In addition, the same officer provided a short-term advance to the Company in the amount of $500 as of December 31, 2014 towards the working capital requirements.

 

13

 

mLight Tech, Inc. 

Notes to the Consolidated Financial Statements 

December 31, 2014 

(Unaudited)

 

 

Purchases and Advances from Affiliated Entity

 

The Company purchases its paintless repair tools from 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 December 31, 2014 and 2013, the Company purchased $96,202 and $23,535 of tools from Dent Tools, of which no amounts were outstanding as payables at December 31, 2014 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. The Company recorded $15,000 and $60,000 in licensing revenues for the three months ended December 31, 2014 and 2013, respectively. 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. The Company recorded a receivable for licensing income of $0 and $0 at December 31, 2014 and September 30, 2014, respectively.

 

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 has recorded $95,000 as deferred revenue as of December 31, 2014, and has received the licensing fee of $95,000 as of December 31, 2014, $13,798 in cash and paid $81,202 in settlement for purchase of tools and accessories from Dent Tools.

  

NOTE 8 – Stockholders’ Equity

 

The Company’s capitalization at December 31, 2014 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 December 31, 2014 and September 30, 2014, respectively.

 

NOTE 9 – Subsequent Events

 

Management has evaluated subsequent events through February 12, 2015, the date the financial statements were available to be issued.

 

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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. (“DKTI”) 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 basis, 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 three months ended December 31, 2014, DKTI graduated 37 students with completion of 51 courses, as compared to graduating 13 students with 14 courses in the same comparable period of 2013, 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 and Texas. No online classes are presently offered by DKTI. DKTI currently has 4 non-employee instructors who teach the courses offered by DKTI.

 

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

 

·	Paintless Dent Repair (“PDR”) - The objective of the PDR course is to provide intensive training to an individual who has the goal to continue his hands-on training at home or on-the-job upon graduation. Graduates will have the knowledge to properly access and remove door dings and minor dents from a vehicle without sanding, filling, or painting.
·	SMART Paint Repair - The objective of the SMART Paint Repair program is to provide extensive training to an individual who has the goal to properly repair a wide variety of paint damage utilizing new paint technology. Upon completion, DKTI certifies the graduate for the field. The course is the ultimate for learning everything required to become a professional mobile or shop paint repair technician.
·	Chip King - The objective of the Chip King course is to provide training to an individual who has the goal to properly estimate and repair minor paint chips, scratches and nicks on a vehicle. Students will also receive on-going technical support by phone.

   

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·	Interior Restoration - The objective of the Interior Restoration course is to teach each student the correct principles in repairing all types of interior/upholstery damage. Graduates will be skilled in repairing all types of interior/upholstery damage including seats, carpets, panels, dashboards, headliners, etc.
·	Windshield Repair - The objective of the Windshield Repair course is to teach each student the correct skills and principles in repairing various types of windshield damage. Graduates will be skilled in repairing various types of windshield damage. They will learn to repair Star Breaks, small cracks and Bulls Eyes.
·	Window Tinting - The objective of the Window Tinting course is to teach students to properly apply and remove film on all types of glass and windows. This program is designed to provide extensive “hands-on” training in all aspects of the window tinting trade.
·	Detailing - The objective of the Detailing course is to provide extensive intensive training to an individual who has the goal to properly estimate and detail a vehicle from start to finish. The student will also receive on-going technical support by phone. This program is designed to provide hands-on training in all aspects of the Auto Detailing system. The Auto Detailing system is a complete and comprehensive package designed to make any vehicle look like is just came off the showroom floor by removing scratches, acid rain, oxidation, over-spray, and other minor blemishes without burning the paint or leaving swirl marks.
·	Odor Removal - The objective of the Odor Removal course course is to teach the student correct principles in odor removal from a vehicle. The Odor Removal System eliminates unwanted odors from the inside of a vehicle. It's not a cover-up, but a true odor-oxidizing agent that wipes out odors permanently, leaving the interior of the vehicle smelling like new.
·	Alloy Wheel Repair - The objective of the Alloy Wheel Repair course is to provide extensive and intensive training to an individual who has the goal to properly estimate and repair a wide variety of wheel damage. The Alloy Wheel Repair system is a complete comprehensive package offering the tools and equipment needed for all types of wheel repairs, including minor chips and scratches, scuffs and gouges, rust spots and clear coat damage.

 

Financial Operations Overview

 

Results of Operations for the three months ended December 31, 2014 and December 31, 2013

 

The consolidated results of operations for the three months ended December 31, 2014 included the results of operations of DKTI and mLight Tech, whereas the results of operations for the three months ended December 31, 2013 included the results of operations of DKTI for the three months ended December 31, 2013 and results of operations of mLight for the two months from November 1, 2013 to December 31, 2013 as a result of merger on October 31, 2013. 

  

Revenues for the three months ended December 31, 2014 and 2013 were $330,522 and $220,596, respectively. Revenues increased in 2014 by $109,926 or 50% primarily due to the increase in student enrollments and training course completions during the quarter in 2014 as compared to 2013. 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. As a result, during the quarter ended December 31, 2014, 37 students graduated who were enrolled in 51 training courses as compared to 13 students graduated enrolling in 14 courses in 2013. The Company recorded $185,969 in revenues earned from training courses completed in 2014 as compared to $88,463 in revenues earned from training courses completed for the same comparable period in 2013. The Company sold tools and accessories to its students and recorded $129,553 in revenues for the quarter ended December 31, 2014 as compared to $72,133 for the same comparable period in 2013. The Company recorded $15,000 in licensing income for the quarter ended December 31, 2014 as compared to $60,000 for the same comparable period in 2013. The Company executed an exclusive license in 2013 to an affiliated entity, Dent Tools Direct USA, Inc., to market online its trade name and shopping cart. 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.

 

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Cost of sales for the three months ended December 31, 2014 and 2013 were $210,804 and $104,518, respectively. Cost of sales increased by $106,286 or 102% primarily due to the increase in revenues. Cost of sales as a percentage of revenue of tuition revenue was 67% for 2014 as compared to 65% in the comparable period in 2013. In the current period, the Company offered discounted pricing for additional courses to students and had increased student to instructor ratio which increased cost of sales. There are no direct costs associated with revenues derived from our licensing revenues.

 

Operating expenses for the quarter ended December 31, 2014 were $162,989 compared to $144,583 for the same comparable period in 2013. Operating expenses primarily consist of selling, general and administrative expenses and depreciation. Selling, general and administrative expenses (S,G&A) for the quarter ended December 31, 2014 and 2013 were $162,242 and $144,204, respectively. S,G&A increased by $18,038 or 13% in 2014 primarily due to increase in sales and marketing promotions expense incurred by the Company to enroll new students, increase in legal and professional fees, administrative and consulting fees and costs associated of being a public company. Management expects our costs to continue to fluctuate until we begin to generate a substantial increase in revenues.

 

Interest expense for the three months ended December 31, 2014 was $3,325 compared to $3,814 for the same comparable period in 2013. Interest expense decreased by $489 or 13% in 2014 due to the settlement of debt payments in 2014 as compared to the same comparable period in 2013.

 

As a result of the above explanations, the net loss for the three months ended December 31, 2014 was $46,846 as compared to the net loss of $32,321 for the same comparable period in 2013.

 

Liquidity and Capital Resources

 

The accompanying consolidated financial statements for the three months ended December 31, 2014 and 2013 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 loss of $46,846 for the three months ended December 31, 2014 and net cash flows provided by operating activities were $8,560. In addition, we have an accumulated deficit of $633,211 and working capital deficiency of $612,561 as of December 31, 2014. Management’s plans include generating income by offering additional training courses to cover operating costs to generate sufficient cash flows and raise capital by sale of common shares to continue as a going concern. 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. There is no assurance these plans will be realized.

   

Operating Activities

 

Net cash flows provided by operating activities for the three months ended December 31, 2014 was $8,560, primarily due to the net loss of $46,846, depreciation and amortization expense of $747, bad debt expense of $4,450, increase in accounts receivable of $33,150, increase in prepaid expense of $1,749, decrease in accounts payable of $5,817, increase in accrued expenses of $4,072, increase in accrued interest of $3,325, increase in deferred revenues of $95,000, decrease in refundable deposits of $9,300 and decrease in purchase commitments of $2,172. 

 

Financing Activities 

 

Net cash flows used in financing activities for the three months ended December 31, 2014 was $0.

  

Investing Activities

 

Net cash flows used in investing activities for the three months ended December 31, 2014 was $0.

 

As a result of the above activities, we experienced a net increase in cash and cash equivalents of $8,560 and $9,932 for the three months ended December 31, 2014 and 2013. Cash and cash equivalents at December 31, 2014 amounted to $30,748.

 

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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.

 

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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 also receives licensing revenue by granting an exclusive license to sell Dent Tools Direct, USA Inc. (“Dent Tools”) merchandise online under the Ding King name and logo on the DKTI website (Note 7). Management has recognized revenue for this transaction as the Company has satisfied its conditions for recognition of revenues and believes collectability is reasonably assured given the current rate of collections and additional collections subsequent to the period end. Through December 31, 2014, all amounts under the license agreement have been collected.

 

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.

   

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial reporting requirements and those imposed under federal and state tax laws. Deferred taxes are provided for timing differences in the recognition of revenue and expenses for income tax and financial reporting purposes and are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Realization of the deferred tax asset is dependent on generating sufficient taxable income in future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

Recent Accounting Pronouncements

 

See Note 1 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.

 

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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:

 

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
	·
·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

   

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

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As of December 31, 2014 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 may be considered to be material weaknesses.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: lack of a functioning audit committee due to a lack of a majority of independent members; lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation; 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 were identified by our President in connection with the review of our financial statements as of December 31, 2014.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Management’s Remediation Initiatives

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We will create a position to segregate duties consistent with control objectives 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.

 

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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.

 

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ITEM 6. EXHIBITS

 

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer
32.1	Section 1350 Certification of principal executive officer
32.2	Section 1350 Certification of principal financial and accounting officer
101 *	Interactive Data Files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

___________________

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

	mLight Tech, Inc.
Date: February 9, 2015	By:	/s/ Todd Sudeck
		Todd Sudeck President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director

 

 

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