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 APRIL 30, 2015

OR

 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

COMMISSION FILE NUMBER: 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 [ ] Smaller 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 June 19, 2015, 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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Table of Contents

INDEX

 

PART I-FINANCIAL INFORMATION

 

			Page
ITEM 1	FINANCIAL STATEMENTS		F1
Balance Sheets			F2
Statements of Operations			F3
Statements of Cash Flows			F4
Notes to Financial Statements			F5
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 FINANCIAL STATEMENTS

 

INDEX TO FINANCIAL STATEMENTS

 

		Page
Consolidated Balance Sheets at April 30, 2015 (Unaudited) and July 31, 2014		F2
Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended April 30, 2015 and 2014 (Unaudited)		F3
Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2015 and 2014 (Unaudited)		F4
Notes to the Unaudited Financial Statements		F5

 

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TOA OPTICAL TECH, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

			As of April 30, 2015		As of July 31, 2014
ASSETS
Current Assets
	Cash and cash equivalents	$	1	$	-
	Inventories	$	16,759	$	19,457
TOTAL CURRENT ASSETS		$	16,760	$	19,457
TOTAL ASSETS		$	16,760	$	19,457
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
	Account payables - Related Party	$	16,759	$	19,457
	Loan from director	$	40,195	$	11,273
	Accrued expenses	$	4,670	$	8,550
	Tax payables	$	-	$	55
TOTAL CURRENT LIABILITIES		$	61,624	$	39,335
TOTAL LIABILITIES		$	61,624	$	39,335
Stockholders' Equity (Deficit)
	Preferred stock ($.0001 par value, 20,000,000 shares authorized;
	1,000,000 shares and none issued and outstanding as of April 30, 2015 and July 31, 2014	$	100	$	100
	Common stock ($.0001 par value, 500,000,000 shares authorized,
	60,000,000 shares and 20,000,000 shares issued and outstanding as of April 30, 2015 and July 31, 2014	$	6,000	$	6,000
	Additional paid-in capital	$	4,494	$	4,494
	Accumulated deficit	$	(58,898)	$	(30,591)
Accumulated other comprehensive income
	Foreign currency translation	$	3,440	$	119
TOTAL SHAREHOLDERS' EQUITY		$	(44,864)	$	(19,878)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	16,760	$	19,457
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

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TOA OPTICAL TECH, INC.

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

			Three Months		Three Months		Nine Months		Nine Months
			Ended		Ended		Ended		Ended
			April 30, 2015		April 30, 2014		April 30, 2015		April 30, 2014
Revenues - Related Party		$	-	$	-	$	-	$	-
Cost of revenues - Related Party			-		-		-		-
Gross profit			-		-		-		-
General and Administrative Expenses
	Professional fees	$	5,574	$	1,894	$	25,281	$	4,992
	Other expenses		681		428		3,025		428
Total Expenses		$	6,256	$	2,322	$	28,307	$	5,420
NET INCOME (LOSS)		$	(6,256)	$	(2,322)	$	(28,307)	$	(5,420)
OTHER COMPREHENSIVE INCOME
	Foreign currency translation adjustment	$	4,697	$	37	$	3,321	$	38
TOTAL COMPREHENSIVE INCOME (LOSS)		$	(1,558)	$	(2,285)	$	(24,985)	$	(5,382)
WEIGHTED AVERAGE SHARES OUTSTANDING			60,000,000		20,000,000		60,000,000		20,000,000
NET INCOME(LOSS) PER SHARE		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
The accompanying notes are an integral part of these unaudited  consolidated financial statements.

 

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TOA OPTICAL TECH, INC. CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)

			Nine Months		Nine Months
			Ended		Ended
			April 30, 2015		April 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	(28,307)	$	(5,420)
	Changes in operating assets and liabilities:
	Inventories		-		-
	Prepaid expenses		-		2,000
	Accrued expenses		(3,935)		-
	Net cash used in operating activities	$	(32,242)	$	(3,420)
CASH FLOWS FROM FINANCING ACTIVITIES
	Loan from director	$	40,195	$	3,382
	Repayments to director	$	(11,273)	$	-
	Net cash provided by financing activities	$	28,922	$	3,382
Net effect of exchange rate changes on cash		$	3,321	$	38
Net Change in Cash and Cash equivalents		$	1	$	-
Cash and cash equivalents - beginning of period			-		-
Cash and cash equivalents - end of period			1		-
NONCASH INVESTING AND FINANCING ACTIVITIES
	Contribution to capital by related party for write-off of accounts payable	$	-	$	4,494
SUPPLEMENTAL INFORMATION
Interest paid			-		-
Income taxes paid			-		-
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

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TOA OPTICAL TECH, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(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 April 30, 2015, the Company conducts a trading business through its wholly owned subsidiary, TOA Hikari Giken Co., Ltd., a Japan 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 April 30, 2015 are not necessarily indicative of the results for the full fiscal year ending July 31, 2015.

 

In the quarter ended April 30, 2015, 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 growth 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 April 30, 2015, the Company owed a related party in the amount of $40,195 to Hajime Abe, sole director, for payment of the Company’s expenses. 

 

For the nine months ended April 30, 2015 the Company has borrowed $40,195 from its sole director, Hajime Abe and repaid $11,273 of the loan.

 

At April 30, 2015, the Company has $16,759 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.

 

We are a growth company and have generated no revenue to date.

Our cash balance is $1 as of April 30, 2015. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. Being a growth 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.

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.

 

Inventory

 

Currently, we have $16,759 in inventory which is made up of LED lighting units.

 

Net Loss

 

We recorded a net loss of $28,307 for the Nine Months ended April 30, 2015 as opposed to $5,420 for the Nine Months ended April 30, 2014. The increase in net loss can be attributed increased operating expenses.

 

LIQUIDITY

We have no known demands or commitments and are not aware of any events or uncertainties as of April 30, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

CAPITAL RESOURCES

We had no material commitments for capital expenditures as of April 30, 2015 and July 31, 2014.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CRITICAL ACCOUNTING POLICIES

We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

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 April 30, 2015, 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 April 30, 2015. 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 April 30, 2015, 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.

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 April 30, 2015 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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Table of Contents

 

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 transferred 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 agreement 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 Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)
31.2		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)
32.1		Certification of the Company’s 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 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, Director

Dated: June 19, 2015

 

By: /s/ Tatsumi Shioya

Name: Tatsumi Shioya

CEO, President

Dated: June 19, 2015

 

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