UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2016

 

¨	TRANSITION REPORT UNDER 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.

(Name registrant as specified in its charter)

 

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

 

3100 Airway Avenue, Suite 141 Costa Mesa, CA		92626
(Address of principal executive offices)		(Zip Code)

 

Registrant's telephone number, including area code: 949.981.3464

 

Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class		Name of each exchange on which registered
None		None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, par value $0.0001

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. (Check one):

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller Reporting Company	x
(Do not check if a 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

 

State issuer's revenues for its most recent fiscal year: $2,560,473

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

 

The aggregate market value based on the average bid and asked price on the over-the-counter market of the Registrant's common stock, ("Common Stock") held by non-affiliates of the Company was $132,000 as of March 31, 2016. 

 

As of January 13, 2017, there were 206,500,000 shares of the issuer's $0.0001 par value common stock issued and outstanding.

 

Explanatory Note: In response to t he Commission’s letter of February 14, 2017, this Annual Report on Form 10-K/A (Amendment No. 1) is being filed to make certain changes in response to the Comments contained in the Commission ’s letter.

 

TABLE OF CONTENTS

 

			Page No.
PART I
Item 1.	Business.			3
Item 1A.	Risk Factors.			6
Item 1B.	Unresolved Staff Comments.			10
Item 2.	Properties.			10
Item 3.	Legal Proceedings.			10
Item 4.	Mine Safety Disclosures.			10
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.			11
Item 6.	Selected Financial Data.			12
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.			12
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.			16
Item 8.	Financial Statements and Supplementary Data.			16
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.			16
Item 9A.	Controls and Procedures.			16
Item 9B.	Other Information.			17
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance.			18
Item 11.	Executive Compensation.			19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.			21
Item 13.	Certain Relationships and Related Transactions, and Director Independence.			22
Item 14.	Principal Accountant Fees and Services.			23
PART IV
Item 15.	Exhibits, Financial Statements Schedules.			24
Signatures				25

 

2

 

PART I

 

Item 1 - Business

 

Corporate Background

 

General

 

mLight Tech, Inc. (the "Company" or "mLight") was founded in September 2010 to provide software solutions that simplify the management of networked personal computers. mLight originally planned to develop products to automate network inventory and reporting, diagramming and documentation, problem identification and resolution, and compliance. On September 3, 2010, a total of 9,000,000 shares of common stock were issued to our then sole officer and director, Edward Sanders, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. On January 31, 2011, the Company sold 1,200,000 shares of its common stock to 24 shareholders pursuant to a Registration Statement filed with the U.S. Securities and Exchange Commission (the "SEC") on October 7, 2010 (file no.333-169805), as amended by Registration Statement on Form S-1/A on November 10, 2010, November 29, 2010, December 13, 2010, and declared effective on December 16, 2010. Subsequently, on February 26, 2013, the Company effectuated a 20-for-1 forward split of its common stock.

 

On June 7, 2013, the Board of Directors elected Todd Sudeck as President, Secretary, CFO and sole director of the Company and accepted the resignation of Edward Sanders as President and sole director of the Company. On August 1, 2013, Todd Sudeck acquired all of the capital stock of the Company owned by Edward Sanders, consisting of 180,000,000 shares of common stock, which constituted approximately 88.2% of the then total issued and outstanding shares of common stock.

 

On October 31, 2013, mLight acquired all of the issued and outstanding capital stock of The Ding King Training Institute, Inc. ("Ding King" or "DKTI") an entity controlled by Todd Sudeck, our sole officer and director. As a result of the closing of the Agreement of Purchase and Sale of Stock, the Company acquired Ding King and Ding King became the wholly-owned subsidiary of mLight.

 

Description of our Products and Services

 

The Company, through its wholly-owned subsidiary, Ding King, is in the business of training individuals for a career as a technician in the Automotive Appearance Industry. The potential students are employees of auto body shops, car rental companies and car dealers as well as entrepreneurs looking to start their own business. DKTI, a California corporation formed in 2004, 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.

 

DKTI offers a full range of training courses in Costa Mesa, California and beginning in July 2014, it has offered a course in Paintless Dent Repair in five other states: Arlington, Texas; Springfield, Missouri; Denver, Colorado, Greenville, South Carolina; and Long Island, New York. No online classes are presently offered by DKTI. DKTI presently has 5 instructors who teach the courses offered by DKTI.

 

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DKTI offers the following courses. 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.

 

·

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.

 

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·

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 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.

 

An enrolled student may cancel his or her enrollment in a training program by means of a written notice of cancellation. The cancellation period is one business day, i.e., until midnight of the day a course of study commences; provided that for any training program longer than 50 days, a notice of cancellation must be given prior to midnight of the fifth business day after the first class the student attends. A business day is a day on which the student was scheduled to attend a class. The refund of tuition is based upon the hourly rate for the course (less equipment costs) and equals the hourly rate times the number of unused hours of class time subsequent to the cancellation notice. Equipment, manuals, etc. must be returned within 3 days of the notice of cancellation in a new condition to be eligible for refund of that part of the tuition costs.

 

Competition

 

The Automotive Appearance/PDR Training services market is an extremely competitive, fragmented and price-sensitive sector and it is difficult to determine our expected market share in this market. Because of the geographic constraints of being located solely in Southern California, we are forced to offer transportation and hotel accommodation package which increases the overall costs to our students. We began to offer our services at locations in other parts of the United States. We believe this can increase our market share and profit margins. However, we will most likely never be a majority market share holder due to the fragmentation of the market.

 

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Employees and Employment Agreements

 

As of the filing date hereof, we have eight (8) full time employees, including our sole officer and director, and five (5) independent contractors, including the instructors for our courses. As our business develops, we expect to develop a compensation program for all of our personnel, subject to the approval by our Board of Directors. We further expect that the specific direction, emphasis and components of an executive compensation program will evolve. Factors that may affect our compensation policies include the hiring of full-time employees, converting independent contractors to employees, our future revenue growth and profitability and the increasing complexity of our business operations. There are no formal employment agreements between the Company and our current employees.

 

Item 1A - Risk Factors

 

THE SUCCESS OF OUR BUSINESS DEPENDS ON CONTINUED GROWTH OF THE PAINTLESS DENT REPAIR INDUSTRY.

 

Expansion in the business of training of technicians for the Paintless Dent Repair Industry will depend upon continued growth of the Paintless Dent Repair industry itself. If for any reason the PDR industry does not expand, the need for the training of technicians in the industry will not increase and may, in fact, decline, as a result the demand for our services would be significantly reduced, thereby significantly affecting our sales and the success of our business.

 

IF ECONOMIC OR OTHER FACTORS NEGATIVELY AFFECT THE SMALL AND MEDIUM-SIZED BUSINESS SECTORS, OUR CUSTOMERS MAY BECOME UNWILLING OR UNABLE TO PURCHASE OUR SERVICES WHICH MAY CAUSE OUR REVENUETO DECLINE AND IMPAIR OUR ABILITY TO OPERATE PROFITABLY.

 

Our target customers are small and medium-sized businesses and individuals wishing to enter into the PDR business. These potential customers are more likely to be significantly affected by economic downturns than larger, more established businesses. Additionally, these potential customers often have limited discretionary funds, which they may choose to spend on items other than our services. If small and medium-sized businesses experience economic hardship, they may be unwilling or unable to expend resources to engage our PDR-training services, which would negatively affect the overall demand for our services and products and could cause our revenue to decline.

 

OUR OPERATING RESULTS ARE DIFFICULT TO PREDICT AND FLUCTUATIONS IN OUR PERFORMANCE MAY RESULT IN VOLATILITY IN THE MARKET PRICE OF OUR COMMON STOCK.

 

Due to our business model, the unpredictability of our operating results is difficult to quantify. We expect to experience fluctuations in our operating and financial results due to a number of factors, such as:

 

	·	our ability to increase the enrollment of new students, and satisfy our customers' requirements;
	·	possible changes in our pricing policies;
	·	the introduction of new services and products by us or our competitors;
	·	our ability to hire, train and retain members of our sales force;
	·	our ability to hire, train and retain instructors for out training programs;
	·	the rate of expansion and effectiveness of our sales force;
	·	general economic conditions which affect the market for non-mechanical automotive repair services if there is sustained economic downturn;
	·	additional investment in our services or operations; and
	·	our success in maintaining and adding strategic marketing relationships.

 

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WE FACE GROWING COMPETITION. IF WE ARE UNABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS WILL BE SERIOUSLY HARMED.

 

The market for our training services is competitive and has relatively low barriers to entry. Our competitors vary in size and in the variety of services they offer. We encounter competition from a wide variety of other PDR training entities, both geographically close and distant.

 

In addition, due to relatively low barriers to entry in our industry, we expect the intensity of competition to increase in the future from other established and emerging companies. Increased competition may result in price reductions, reduced gross margins, and loss of market share, any one of which could seriously harm our business. We also expect that competition will increase as a result of industry consolidations and formations of alliances among industry participants.

 

Moreover, many of our current competitors have significantly greater financial, technical, marketing and other resources, and greater brand recognition and, we believe, a larger installed base of customers. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may be able to devote greater resources to the promotion and sale of their services than we can. If we fail to compete successfully against current or future competitors, our revenue could increase less than as anticipated, or even decline, and our business could be significantly harmed.

 

OUR FAILURE TO ESTABLISH NATIONAL BRAND AWARENESS TO THE DING KING TRAINING INSTITUTE, WITHIN A SHORT PERIOD OF TIME COULD COMPROMISE OUR ABILITY TO COMPETE AND TO GROW OUR BUSINESS.

 

As a result of the anticipated increase in competition in our market, and the likelihood that some of this competition will come from companies with established brands, we believe brand name recognition and reputation will become increasingly important. Our planned strategy which includes relying significantly on third-party strategic marketing relationships to find new customers may impede our ability to build brand awareness, as our customers may mistakenly believe our services will be those of the parties with which we have strategic marketing relationships. If we do not continue to build brand awareness, we could be placed at a competitive disadvantage to companies whose brands are more recognizable than ours.

 

IF WE CANNOT ADAPT TO TECHNOLOGICAL ADVANCES OUR SERVICES MAY BECOME OBSOLETE AND OUR ABILITY TO COMPETE WOULD BE IMPAIRED.

 

Changes in our industry could occur very rapidly, including changes in the way PDR is conducted. As a result, our services could become obsolete within a short time period. The introduction of competing methods/equipment employing new technologies and the evolution of new industry standards could render our existing equipment or services obsolete and unmarketable. To be successful, our services and equipment must keep pace with technological developments and evolving industry standards, address the ever-changing and increasingly sophisticated needs of our customers, and achieve market acceptance. If we are unable to develop new services or equipment, or enhancements to our services or equipment, on a timely and cost-effective basis, or if new services or equipment or enhancements do not achieve market acceptance, our business would be seriously harmed.

 

WE WILL NEED ADDITIONAL FINANCING TO SUPPORT OUR BUSINESS GROWTH. IF WE DO NOT OBTAIN THIS FINANCING, OUR GROWTH MAY BE IMPAIRED.

 

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new services or enhance our existing services, expand the geographic locations in which we offer our training services, enhance our operating infrastructure and acquire complementary businesses.

 

In order to expand our business operations, we anticipate that we may have to raise additional funding, estimated to be approximately $150,000 over the next 12 months to expand the number of training locations geographically, increase our sales and marketing efforts to increase the number of students and other possible expansion efforts. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan. We do not currently have any arrangements for other financing.

 

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IF WE ARE UNABLE TO OBTAIN KEY PERSONNEL OR RETAIN TODD SUDECK, THIS MAY COMPROMISE OUR ABILITY TO SUCCESSFULLY MANAGE OUR BUSINESS AND PURSUE OUR GROWTH STRATEGY.

 

We depend on the services of our sole director and Chief Executive Officer, Todd Sudeck, for the future success of our business, specifically, Mr. Sudeck's sales and marketing services to prospective students and his long-term involvement in the training of qualified, non-mechanical automotive repair technicians. The loss of his services could have an adverse effect on our business, financial condition and results of operations. We do not carry any key personnel life insurance policies on Todd Sudeck and we do not have an employment contract for his services.

 

OUR SOLE OFFICER AND DIRECTOR OWNS CONTROLLING INTEREST IN OUR OUTSTANDING SHARES OF STOCK AND THEREFORE HAS CONTROL OVER ALL OF OUR CORPORATE DECISIONS. HE MAY MAKE BUSINESS DECISIONS THAT ARE DISADVANTAGEOUS TO OUR MINORITY SHAREHOLDERS.

 

Todd Sudeck has a controlling interest in our shares of common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, as well as the power to prevent or cause a change in control. The interests of Todd Sudeck may differ from the interests of the other investors and may result in corporate decisions that are disadvantageous to other shareholders.

 

THE COMPANY'S AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN. 

 

In the opinion of our auditors as reflected in their report for the year ended September 30, 2016, we continue to have a severe liquidity issues which raises substantial doubt about the Company's ability to continue as a going concern. There is no assurance that our auditors will not continue to express substantial doubt on our ability to continue as a going concern. 

 

TODD SUDECK HAS LIMITED EXPERIENCE RELATED TO PUBLIC COMPANY MANAGEMENT. AS A RESULT, WE MAY BE UNABLE TO MANAGE OUR PUBLIC REPORTING REQUIREMENTS. 

 

Presently, our operations depend entirely on the efforts of our sole officer and director Todd Sudeck. While he has expertise with which we will rely upon to grow and manage our business operations, he has limited experience related to public company management or as a principal accounting officer. Because of this, we may be unable to develop and manage our public reporting requirements. There is no assurance that we will overcome these obstacles. 

 

INVESTORS WILL NOT RECEIVE DIVIDEND INCOME FROM AN INVESTMENT IN THE SHARES AND, AS A RESULT, THE PURCHASE OF THE SHARES SHOULD ONLY BE MADE BY AN INVESTOR WHO DOES NOT EXPECT A DIVIDEND RETURN ON THE INVESTMENT.

 

We have never declared or paid a cash dividend on our shares nor will we in the foreseeable future. We currently intend to retain future earnings, if any, to finance the operation and expansion of our business. Accordingly, investors who anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing any of our securities. As we do not intend to declare dividends in the future, you may never see a return on your investment and you indeed may lose your entire investment.

 

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OUR SHARES OF COMMON STOCK ARE DEEMED TO BE "PENNY STOCK" WITH A POTENTIAL LIMITED TRADING MARKET.

 

Our shares of common stock will, in all likelihood, be subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Exchange Act. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or companies which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade "penny stock" to persons other than" established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote and other information under certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the penny stock rules and, as result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules," investors will find it more difficult to dispose of our securities.

 

FUTURE SALES OF RESTRICTED SHARES COULD DECREASE THE PRICE A WILLING BUYER WOULD PAY FOR SHARES OF OUR COMMON STOCK, COULD CAUSE OUR PRICE TO DECLINE AND COULD IMPAIR OUR ABILITY TO RAISE CAPITAL.

 

Future sales of common stock by Todd Sudeck or other unregistered shares of stock under exemptions from registration or through a subsequent registered offering could materially adversely affect the market price of our common stock and could materially impair our future ability to raise capital through an offering of equity securities. We are unable to predict the effect, if any, that market sales of these shares, or the availability of these shares for future sale, will have on the prevailing market price of our common stock at any given time.

 

WE WILL INCUR PROFESSIONAL FEES IN CONNECTION WITH BEING A REPORTING COMPANY UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

 

The Company is subject to the reporting requirements of the Exchange Act and as such, we are required to file Form 10-Ks, Form 10-Qs and Form 8-Ks and other reports with the SEC. We will incur professional fees (i.e., attorney, auditors and filing agents) in connection with the preparation and filing of such reports and we currently anticipate such costs to range from $50,000 to $75,000 per year, which are significant for a company of our size. If we are unable to file such reports, we will be delinquent in our filings which could adversely affect the marketability of our shares of common interest.

 

THE FAILURE TO COMPLY WITH THE INTERNAL CONTROL EVALUATION AND CERTIFICATION REQUIREMENTS OF SECTION 404 OF SARBANES-OXLEY ACT COULD HARM OUR OPERATIONS AND OUR ABILITY TO COMPLY WITH OUR PERIODIC REPORTING OBLIGATIONS.

 

As a reporting company under the Exchange Act, we are required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We are in the process of further determining whether our existing internal controls over financial reporting systems are compliant with Section 404. This process may divert internal resources and may take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and reevaluate our financial reporting. We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. Further, we may need to hire qualified personnel or consultants in order for us to be compliant with Section 404. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in our being unable to obtain an unqualified report on internal controls from our independent auditors, which could adversely affect our ability to comply with our periodic reporting obligations under the Exchange Act.

 

THE COMPANY MAY RETAIN INDEPENDENT RESOURCES OR CONSULTANTS DUE TO CAPITAL CONSTRAINTS TO HELP GROW THE BUSINESS. IF THESE RESOURCES DO NOT PERFORM, THE COMPANY MAY HAVE TO CEASE OPERATIONS AND YOU MAY LOOSE YOUR INVESTMENT.

 

The Company's management may decide due to economic reasons to retain independent contractors to provide services to the company. Those independent individuals and organizations have no fiduciary duty to the shareholders of the company and may not perform as expected.

 

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BECAUSE THE COMPANY HAS 300,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL SHARES, DILUTING THE CURRENT SHAREHOLDERS' EQUITY.

 

The Company has 300,000,000 authorized shares, of which 206,500,000 are currently issued and outstanding. The Company's management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the Company's current shareholders. Additionally, large share issuances would generally have a negative impact on the Company's share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.

 

INVESTING IN THE COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT.

 

Purchasing the Company's shares is highly speculative and involves significant risk. The shares should not be purchased by any person who cannot afford to lose their entire investment. The business and marketing plan of the Company is not completed, and it is possible that we would be unable to finish it. The Company's shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

 

FORWARD-LOOKING STATEMENTS

 

Information in this annual report contains certain forward-looking statements and is based on the beliefs of our management as well as assumptions made by and information currently available to our management. Statements that are not based on historical facts, which can be identified by the use of such words as "likely," "will," "suggests," "target," "may," "would," "could," "anticipate," "believe," "estimate," "expect," "intend," "plan," "predict," and similar expressions and their variants, are forward-looking. Such statements reflect our judgment as of the date of this annual report and they involve many risks and uncertainties, including those described under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations", and elsewhere herein. These risks and uncertainties could cause actual results to differ materially from those predicted in any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. A description of key factors that have a direct bearing on our results of operations is provided above under "Risk Factors" beginning on page 5 of this annual report. We undertake no obligation to update forward-looking statements.

 

Item 1B - Unresolved Staff Comments

 

As of the filing of this Annual Report, we have no unresolved staff comments the Securities and Exchange Commission.

 

Item 2 - Properties

 

The Company presently maintains its executive offices, including its training facilities, in two leased facilities in Costa Mesa, California, one in Long Island, New York and one in Greensville, South Carolina. The facilities consist of offices and a work area, and the monthly rent for all four facilities approximate $7,008. The current leases expire from July 31, 2017 to May 31, 2019.

 

Item 3 - Legal Proceedings

 

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

 

Item 4 - Mine Safety Disclosures

 

Not applicable.

 

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PART II

 

Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock is traded on the OTCBB and the OTC Markets, Inc. OTCQB systems with the symbol MLGT. Prior to September 2013, the Company's common stock did not trade and no information is available. The following information has been obtained from OTC Markets, Inc.

 

Periods		High Bid				Low Bid
10/01/2014 – 12/31/2014		$	0.004			$	0.004
01/01/2015 – 03/31/2015		$	0.004			$	0.004
04/01/2015 – 06/30/2015		$	0.004			$	0.004
07/01/2015 – 09/30/2015		$	0.004			$	0.0001
10/01/2015 – 12/31/2015		$	0.0052			$	0.0025
01/01/2016 – 03/31/2016		$	0.0088			$	0.0036
04/01/2016 – 06/30/2016		$	0.0001			$	0.0061
07/01/2016 – 09/30/2016		$	0.0089			$	0.0037

 

On September 25, 2014, the Securities and Exchange Commission ("Commission") issued an Order suspending trading of the Company's common stock. The trading was permitted by the Commission to resume on October 9, 2014.

 

The bid prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

As of September 30, 2016, there were 206,500,000 shares of Common Stock outstanding.

 

Dividend Policy

 

To date we have not paid dividends on our Common Stock and we do not expect to declare or pay any dividends on our Common Stock in the foreseeable future. Payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by the Board of Directors.

 

Shareholders

 

As of September 30, 2016, there are three (3) stockholders of record and approximately 1,100 beneficial shareholders of our common stock.

 

Transfer Agent

 

The transfer agent of our common stock is Philadelphia Stock Transfer, Inc., 2320 Haverford Rd., Suite 230, Ardmore, PA 19003, telephone number 484-416-3124.

 

Equity Compensation Plans

 

We do not have any equity compensation plans.

 

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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

We have issued no unregistered securities within the period covered by this report, which have not been previously reported on Form 10-Q or Form 8-K.

 

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

 

We have not repurchased any shares of our common stock during the fiscal year ended September 30, 2016.

 

Item 6 - Selected Financial Data

 

A smaller reporting company, as defined in Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

Item 7 - Management Discussion and Analysis of Financial Condition and Results of Operations

 

This Form 10-K 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 The Ding King Training Institute, Inc. ("DKTI") has been accounted for as a recapitalization. DKTI was 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. 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 year ended September 30, 2016, DKTI graduated388 students with completion of 466 courses, as compared to graduating 208 students completing 262 courses in 2015, with the majority of students completed courses in paintless dent repair and interior restoration. DKTI offers its training courses at its corporate headquarters located in Costa Mesa, California, and at five satellite training locations in the states of Colorado, Texas, Missouri, South Carolina and Long Island, New York. No online classes are presently offered by DKTI. DKTI currently has five (5) non-employee instructors who teach the courses offered by DKTI.

 

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Financial Operations Overview

 

Results of Operations for the year ended September 30, 2016 and 2015

 

The consolidated results of operations include the results of operations of DKTI and mLight for the twelve months ended September 30, 2016 and 2015, respectively.

  

Revenues for the years ended September 30, 2016 and 2015 were $2,560,473 and $1,681,541, respectively. Revenues comprised of training courses offered, sale of tools and accessories, and licensing income earned by marketing online trade name and shopping cart. Revenues increased in 2016 by $878,932 or 52% primarily due to the increase in student enrollments and training course completions during the year ended September 30, 2016 as compared to 2015. 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 students add on additional training packages to their core PDR Training program also helping to increase sales. The Company began offering PDR Training in Missouri, South Carolina, New Jersey, Colorado and 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 year ended September 30, 2016, 388 students graduated who were enrolled in 466 training courses as compared to 208 students graduated enrolling in 262 courses in 2015. The Company recorded $1,667,089 in revenues earned from training courses completed in 2016 as compared to $1,026,787 in revenues earned from training courses completed for the same comparable period in 2015. The Company sold tools and accessories to its students and recorded $857,731 in revenues for the year ended September 30, 2016 as compared to $568,504 for the same comparable period in 2015. The Company recorded $23,750 in licensing income for the year ended September 30, 2016 as compared to $86,250 for the same comparable period in 2015. The Company executed an exclusive license in 2013 and 2014 to an affiliated entity, Dent Tools Direct USA, Inc., to market online its trade name and shopping cart. This agreement expired on December 31, 2015 and was not extended or renewed. The Company also offered additional training courses in 2015 and 2016 which also helped in increasing enrollment of students resulting in an increase in training revenues. In addition, the Company recorded $11,902 in shipping income for sale of tools to its students for the year ended September 30, 2016 compared to $0 in shipping income for the same comparable period in 2015.

 

Cost of sales for the year ended September 30, 2016 and 2015 were $1,339,314 and $853,679, respectively. Cost of sales as a percentage of revenue was approximately 52% and 51% for the years ended September 30, 2016 and 2015, respectively. There are no direct costs associated with revenues derived from the licensing revenues.

 

Operating expenses for the year ended September 30, 2016 and 2015 were $1,446,331 and $723,694, respectively. Operating expenses primarily consisted of selling, general and administrative expenses and depreciation and amortization. Selling, general and administrative expenses (S,G&A) for the year ended September 30, 2016 and 2015 were $1,443,324 and $721,533, respectively. S,G&A increased by $721,791 or 100% in 2016 primarily due to increase in legal and professional fees, compensation and consulting fees, advertising, rent and bad debt expense, 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 year ended September 30, 2016 and 2015 was $21,307 and $5,876, respectively. Interest expense increased by $15,431for the year ended September 30, 2016 as compared to prior year because on May 9, 2016, the Company executed a note payable to a bank and recorded $49,275 as a debt discount. The Company recorded interest expense of $14,932 as the amortization of debt discount for the year ended September 30, 2016 as compared to $0 for the comparable periods of 2015. In addition, the Company negotiated the interest rate on the three promissory notes of $68,000, $50,000 and $15,000 from 10% per annum to 5% per annum. The Company made cash payments of $7,500 on the $15,000 promissory note in 2015, which resulted in reduction of interest expense for the year ended September 30, 2016 and 2015, respectively.

 

As a result of the above explanations, the Company recorded a net loss of $247,279 for the year ended September 30, 2016 as compared to a net income of $96,732 for the same comparable period in 2015.

 

Liquidity and Capital Resources

 

The accompanying consolidated financial statements for the years ended September 30, 2016 and 2015 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 $247,279 for the year ended September 30, 2016 and net cash used in operating activities was $121,888. In addition, we have an accumulated deficit of $736,912 and working capital deficiency of $732,819 as of September 30, 2016. Management's plans include generating income by offering additional training courses to cover operating costs to generate sufficient cash flows and raise funds by issuing debt securities to continue as a going concern. Management has successfully negotiated an agreement with a debt holder to extend the due date of $125,500 promissory notes to December 31, 2017. There is no assurance these plans will be realized.

 

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Operating activities

 

Net cash flows used in operating activities for the year ended September 30, 2016 was $121,888, primarily due to the net loss of $247,279, depreciation and amortization expense of $3,007, amortization of debt discount of $14,932, bad debt expense of $121,832, increase in accounts receivable of $65,252, increase in security deposit of $4,486, increase in bank overdraft of $13,452, increase in accounts payable of $75,194, decrease in accrued expenses of $9,805, increase in accrued interest of $6,275, decrease in refundable deposits of $2,000, decrease in deferred revenue of $23,750, and decrease in purchase commitments of $4,008. 

 

Investing activities

 

Net cash flows used in investing activities for the year ended September 30, 2016 was $2,636 due to the acquisition of property and equipment.

 

Financing activities

 

Net cash flows provided by financing activities for the year ended September 30, 2016 was $124,524 principally due to the cash proceeds from loan payable of $109,500, repayment of loan payable of $49,076, and cash received from officer of $64,100 for working capital needs of the Company.

 

As a result of the above activities, we experienced a net decrease in cash of $0 for the year ended September 30, 2016. Cash balance at September 30, 2016was $0as we were overdrawn in our bank account by $15,153.

 

To date, we have financed our operations primarily through borrowings from our President/ 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 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. 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 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 ("U.S. 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.

 

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

 

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

 

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

 

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.

 

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Recent Accounting Pronouncements

 

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

 

Item 7A - Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable to a smaller reporting Company.

 

Item 8 - Financial Statements and Supplementary Data

 

The response to this item is submitted as a separate section of this report beginning on page F-1.

 

Item 9 - Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A - Controls and Procedures

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended.  Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods prescribed by the SEC. The reasons for our disclosure controls and procedures not being effective include the reasons cited below regarding our internal controls over financial reporting also not being effective.

 

Management's Annual 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:

 

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	·	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.

 

As of September 30, 2016, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in the 2013 updated 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, management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that are considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of independent members and a lack of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties in the treasury and banking functions consistent with control objectives. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2016.

 

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:

 

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. Such appointment of a director 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. Given our lack of financial resources, such initiatives have not been funded and we cannot predict when they will be implemented.

 

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.

 

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.

 

Item 9B - Other Information

 

None

 

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PART III

 

Item 10 - Directors, Executive Officers, Promoters and Control Persons and Section 16(a) Compliance

 

Directors and Executive Officers

 

We are dependent on the efforts and abilities of our sole officer and director. The interruption of his services could have a material adverse effect on our operations and future development, if suitable replacements are not promptly obtained. We have not entered into an employment agreement with our sole officer and director. We cannot guaranty that he will remain with us. In addition, our success depends, in part, upon our ability to attract and retain other talented personnel. Although we believe that our relations with our personnel are good and that we will continue to be successful in attracting and retaining qualified personnel, we cannot guaranty that we will be able to continue to do so. Our sole officer and director will hold office until his resignation or removal.

 

The following table sets forth information regarding our current executive officers and directors as well as other key members of our management. Our officers and directors will serve one-year terms or until our next annual meeting of shareholders, whichever is longer.

 

Name		Age		Position
Todd Sudeck		51		CEO, President, Secretary, CFO and Director

 

Todd Sudeck has served as our President, Chief Executive Officer, Secretary, Chief Financial Officer and our director since June 7, 2013.

 

Todd Sudeck, the Company's sole officer and director, has spent the last 20 years owning and operating The Ding King Training Institute, Inc. (including its predecessor entities), which became a wholly-owned subsidiary of the Company on October 31, 2013, and other predecessor entities, and serves as the sole officer and director. Historically, Mr. Sudeck has been involved in all aspects of The Ding King Training Institute, including finance, sales, marketing and the entity's student business development program. From 1990 to 1991, Mr. Sudeck worked for Prudential California Realty in Newport Beach, California, managing residential real estate sales.

 

Mr. Sudeck attended California State University Northridge from 1983 through 1989 focusing on sales communications and marketing.

 

Mr. Sudeck is not an officer or director of any other reporting company.

 

None of our officers or directors, promoters or control persons has been involved in the past ten years in any of the following:

 

(1)	Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

(2)	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

(3)	Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 

(4)	Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

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Family Relationships

 

The Company paid compensation for services to Mr. Sudeck’s spouse in the amount of $86,752 and $82,310 for the years ended September 30, 2016 and 2015, respectively. In addition, the Company paid compensation for services to Mr. Sudeck’s son in the amount of $10,443 and $0, for the years ended September 30, 2016 and 2015, respectively

 

Legal Proceedings

 

As of the date of this annual report, there are no material proceedings to which our sole director and officer is a party adverse to us.

 

Board of Directors and Corporate Governance

 

Our board of directors is responsible for establishing broad corporate policies and for overseeing our overall management. In addition to considering various matters which require board approval, the board provides advice and counsel to, and ultimately monitors the performance of, our senior management.

 

Committees of the Board

 

The Company does not presently have an Audit Committee or a Compensation Committee.

 

Director Compensation

 

The Company does not pay any director fees.

 

Code of Ethics

 

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. When available, our code of ethics will be posted on a corporate website.

 

Item 11 - Executive Compensation

 

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

 

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Summary Compensation Table

 

The compensation of the named executive officers for the last two completed fiscal years ended September 30, 2016 and September 30, 2015 is shown below:

 

Name and Principal Position		Year Ended		Salary $				Bonus $				Stock Awards $				Option Awards $				Non-Equity Incentive Plan Compensation $				Nonqualified Deferred Compensation Earnings $				All Other Compen-sation $				Total $
Todd Sudeck		2016			283,881				-				-				-				-				-				-				283,881
CEO, President, CFO and Secretary		2015			133,560				-				-				-				-				-				-				133,560

 

Stock Options/SAR Grants

 

The Company has not granted any stock options or stock appreciation rights since our date of incorporation on September 3, 2010.

 

We anticipate that we will adopt a stock option plan, pursuant to which shares of our common stock will be reserved for issuance to satisfy the exercise of options. The stock option plan will be designed to retain qualified and competent officers, employees, and directors. Our Board of Directors, or a committee thereof, shall administer the stock option plan and will be authorized, in its sole and absolute discretion, to grant options there under to all of our eligible employees, including officers, and to our directors, whether or not those directors are also our employees. Options will be granted pursuant to the provisions of the stock option plan on such terms, subject to such conditions and at such exercise prices as shall be determined by our Board of Directors. Our stock option plan and the stock option agreements will provide that options granted pursuant to the stock option plan shall not be exercisable after the expiration of ten years from the date of grant.

 

Long-Term Incentive Plans

 

As of September 30, 2016, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control.

 

Outstanding Equity Awards at Fiscal Year-end

 

As of the year ended September 30, 2016, we have no outstanding equity awards. 

 

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Equity Compensation Plans

 

We do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and do not plan to implement such a plan.

 

Employment Contracts

 

We currently do have any employment contracts with our sole officer. 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our director and executive officer and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended September 30, 2016, Forms 5 and any amendments thereto furnished to us with respect to the year ended September 30, 2016, and the representations made by the reporting persons to us, we believe that during the year ended September 30, 2016, our executive officer and director and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

 

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information regarding the beneficial ownership of our common stock as of September 30, 2016, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

 

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Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

 

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class
Common Stock		Todd Sudeck CEO, President, Secretary, CFO, and Director		182,500,000 shares			88.37	%
Common Stock		All officers and directors as a group		182,500,000 shares			88.37	%

 

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

 

Changes in Control - We are not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403.

 

Item 13 - Certain Relationships and Related Transactions, and Director Independence

 

Conflicts Related to Other Business Activities. There are presently no conflicts related to other business activities. However, if any arise, we will attempt to resolve any such conflicts of interest in our favor. Our sole officer and director are accountable to us and our shareholders as a fiduciary, which requires that such officers and directors exercise good faith and integrity in handling our affairs. A shareholder may be able to institute legal action on our behalf or on behalf of that shareholder and all other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts in any manner prejudicial to us.

 

Related Party Transactions

 

On October 31, 2013, the Company and our sole officer and director closed a transaction whereby the Company acquired all of the issued and outstanding capital stock of The Ding King Training Institute from our sole officer and director in exchange for 2,500,000 restricted shares of our common stock.

 

Transactions with the Shareholder

 

Cash received by the principal shareholder/officer have been recorded as compensation to officer. The Company has recorded $283,881 and $133,560 as compensation expense for the years ended September 30, 2016 and 2015, respectively. In addition, the same officer provided a short-term advance to the Company in the amount of $64,600 and $500 as of September 30, 2016 and 2015, respectively, towards the working capital requirements.

 

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 years ended September 30, 2016 and 2015, the Company purchased $0 and $102,579 of tools from Dent Tools, of which no amounts were outstanding as payables at September 30, 2016 and 2015, respectively.

 

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

 

On September 15, 2014, DKTI and Dent Tools renewed their licensing agreement whereby Dent Tools agreed to pay cash or sell product in advance $95,000 in licensing fees for the twelve months period starting January 1, 2015 to December 31, 2015. The Company has recorded $23,750 and $86,250 in licensing revenues for the years ended September 30, 2016 and 2015, respectively. In addition, the Company recorded $0 and $23,750 as deferred revenues as of September 30, 2016 and 2015, respectively. As the license agreement expired on December 31, 2015, all revenue has been recognized. The Company currently has no license agreement in place to provide future revenues.

 

Director Independence

 

The sole member of our Board of Directors is not independent as that term is defined by defined in Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

 

Item 14 - Principal Accountant Fees and Services

 

The following table sets forth fees billed to us by our auditors during the fiscal years ended September 30, 2015 and September 30, 2014 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

 

		September 30, 2016				September 30, 2015
(i) Audit Fees		$	39,200			$	30,550
(ii) Audit Related Fees		$	-			$	-
(iii) Tax Fees		$	-			$	-
(iv) All Other Fees		$	-			$	-
Total		$	39,200			$	30,550

 

Audit Fees -The aggregate fees engaged in each of the years ended September 30, 2016 and 2015 for professional services rendered by the principal accountant for the audit of our annual financial statement and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those years were $39,200 and $30,550, respectively.

 

Audit-Related Fees - Fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under "Audit Fees" for years ended September 30, 2016 and 2015 were $0 and $0, respectively.

 

Tax Fees - For the year ended September 30, 2016 and 2015, our principal accountants did not render any service for tax compliance, tax advice, and tax planning work.

 

All Other Fees - None

 

Pre-Approval Policies and Procedures - Prior to engaging its accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.

 

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Item 15 – Exhibits

 

21.	Subsidiaries of the Company
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 Annual Report on Form 10-K.

 

_______________

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Annual Report on Form 10-K 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.
February 27 , 2017	By	/s/ Todd Sudeck
	Name	Todd Sudeck
	Its:	Principal Executive Officer, President and a Director

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By:	/s/ Todd Sudeck		February 27 , 2017
	Todd Sudeck
Its:	Principal Executive Officer, President and a Director
By:	/s/ Todd Sudeck		February 27 , 2017
	Todd Sudeck
Its:	Principal Financial Officer, Treasurer, Secretary and a Director

 

24

 

INDEX OF FINANCIAL STATEMENTS AND SCHEDULES

 

The following financial statements of mLight Tech, Inc. required to be included in Items 8 and 15 are listed below:

 

MLIGHT TECH, INC.

 

Consolidated Financial Statements for the years ended September 30, 2016 and 2015.

 

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Stockholders' Equity (Deficit)		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

 

F-1

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

mLight Tech, Inc.

 

We have audited the consolidated balance sheets of mLight Tech, Inc. and Subsidiary (the "Company") as of September 30, 2016 and 2015, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of mLight Tech, Inc. and Subsidiary as of September 30, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced liquidity issues, including a working capital deficit. The Company has not generated sufficient cash flow to repay its current and future obligations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Further information and management's plans in regard to this uncertainty are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/S/ HASKELL & WHITE LLP

 

Irvine, California

January 13, 2017

 

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FINANCIAL STATEMENTS

 

MLIGHT TECH, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

  

		September 30, 2016				September 30, 2015
ASSETS
Current assets
Accounts receivable, net of allowance of $32,578 and $43,983 at September 30, 2016 and September 30, 2015, respectively		$	122,453			$	179,033
Total current assets			122,453				179,033
Property and equipment, net			5,801				6,172
Security deposit			10,756				6,270
Total Assets		$	139,010			$	191,475
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Bank overdraft		$	15,153			$	1,701
Accounts payable			148,777				73,583
Accrued expenses			40,433				50,238
Accrued interest			18,695				12,419
Refundable deposits			1,220				3,220
Deferred revenue			-				23,750
Payable to officer			64,600				500
Purchase commitments			365,538				369,547
Notes payable, current portion, net of discount of $34,343 at September 30, 2016 and $0 at September 30, 2015			200,856				-
Total current liabilities			855,272				534,958
Notes payable, long term portion			-				125,500
Total Liabilities			855,272				660,458
Commitments and contingencies (Notes 4, 5, 6 and 7)
Stockholders' equity (deficit)
Common stock, $0.0001 par value, 300,000,000 shares authorized; 206,500,000 shares issued and outstanding at September 30, 2016 and September 30, 2015, respectively			20,650				20,650
Accumulated deficit			(736,912	)			(489,633	)
Total stockholders' equity (deficit)			(716,262	)			(468,983	)
Total Liabilities and Stockholders' Equity (Deficit)		$	139,010			$	191,475

  

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

 

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MLIGHT TECH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

 

		For the Year Ended September 30,
		2016				2015
Revenues
Tuition		$	2,524,821			$	1,595,291
Licensing fees			23,750				86,250
Other			11,902				-
Total revenues			2,560,473				1,681,541
Cost of sales			1,339,314				853,679
Gross profit			1,221,159				827,862
Operating expenses
Selling, general and administrative			1,443,324				721,533
Depreciation and amortization			3,007				2,161
Total operating expenses			1,446,331				723,694
Income (loss) from continuing operations			(225,172	)			104,168
Other income (expenses)
Interest expense			(21,307	)			(5,876	)
Total other income (expenses)			(21,307	)			(5,876	)
Income (loss) from operations before income tax			(246,479	)			98,292
Provision for income tax			800				1,560
Net income (loss)		$	(247,279	)		$	96,732
Basis and diluted net income (loss) per share		$	(0.00	)		$	0.00
Weighted average number of common shares outstanding			206,500,000				206,500,000

  

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

 

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MLIGHT TECH, INC. AND SUBSIDIARY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED SEPTEMBER 30, 2016 AND 2015

 

		Common Stock								Accumulated deficit				Total
Balance - September 30, 2014			206,500,000			$	20,650			$	(586,365	)		$	(565,715	)
Net Income			-				-				96,732				96,732
Balance - September 30, 2015			206,500,000				20,650				(489,633	)			(468,983	)
Net loss			-				-				(247,279	)			(247,279	)
Balance - September 30, 2016			206,500,000			$	20,650			$	(736,912	)		$	(716,262	)

 

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

 

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MLIGHT TECH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For The Year Ended September 30,
		2016				2015
Cash flows from operating activities
Net income (loss)		$	(247,279	)		$	96,732
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization			3,007				2,161
Amortization of debt discount			14,932				-
Bad debts			121,832				80,405
Changes in operating assets and liabilities
Accounts receivable			(65,252	)			(189,161	)
Security deposit			(4,486	)			-
Bank overdraft			13,452				1,701
Accounts payable			75,194				23,878
Accrued expenses			(9,805	)			14,308
Accrued interest			6,275				(54,166	)
Refundable deposits			(2,000	)			(6,080	)
Deferred revenue			(23,750	)			23,750
Purchase commitments			(4,008	)			(6,396	)
Net cash used in operating activities			(121,888	)			(12,868	)
Cash flows from investing activities
Acquisition of property and equipment			(2,636	)			(1,820	)
Net cash used in investing activities			(2,636	)			(1,820	)
Cash flows from financing activities
Cash proceeds from loan payable			109,500				-
Repayments of note payable			(49,076	)			(7,500	)
Cash received from officer			64,100				-
Net cash provided by financing activities			124,524				(7,500	)
Net increase (decrease) in cash and cash equivalents			-				(22,188	)
Cash and cash equivalents at the beginning of year			-				22,188
Cash and cash equivalents at the end of year		$	-			$	-
Supplemental disclosures of cash flows information:
Cash paid for income taxes		$	6,612			$	1,050
Cash paid for interest		$	14,392			$	-

  

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

 

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MLIGHT TECH, INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016 AND 2015

 

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 The Ding King Training Institute, Inc., a California corporation, its wholly-owned subsidiary.

 

mLight Tech, Inc. was incorporated in the State of Florida on September 3, 2010, to provide software solutions that simplify the management of networked personal computers. On October 31, 2013, the Company acquired 100% of the issued and outstanding capital stock of The Ding King Training Institute, Inc. ("DKTI"), a California corporation, in exchange for 2,500,000 shares of its common stock. As a result of DKTI's acquisition, DKTI became a wholly-owned subsidiary of the Company. DKTI was 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 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 years ended September 30, 2016 and 2015.

 

As shown in the accompanying consolidated financial statements, the Company has faced significant liquidity shortages. As of September 30, 2016, the Company's total liabilities exceeded its total assets by $716,262. The Company has recorded a net loss of $247,279 for the year ended September 30, 2016 and has recorded an accumulated deficit of $736,912 as of September 30, 2016. The Company has been unable to satisfy its purchase commitments to vendors (See Note 6). 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, 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. Management has further expanded its operations geographically to continue its revenue and profit growth. Management has negotiated an extension for $125,500 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. 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following summary of significant accounting policies of the Company 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 integrity and objectivity. 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 mLight Tech, Inc. and its wholly-owned subsidiary The Ding King Training Institute, Inc. All intercompany balances and transactions are eliminated in consolidation.

 

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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 short-term investments with a maturity of three months or less, when acquired, including money market accounts, to be cash equivalents. Periodically, the Company maintains cash balances at a bank in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. Management does not believe there is significant credit risk associated with this financial institution.

 

Accounts Receivable

 

Accounts receivable represent income earned from training provided to students for which the Company has not yet received payment. Payment plans are offered to students to pay off remaining tuition on an installment basis over periods not to exceed one year. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer's ability to pay. The Company recorded bad debt expense of $121,832 and $80,405 for the years ended September 30, 2016 and 2015, respectively.

 

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 was $3,007 and $2,161 for the years ended September 30, 2016 and 2015, respectively.

 

Machinery and equipment	3 - 5 years
Office furniture and fixtures	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.

 

F-8

Table of Contents

 

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 accounts receivable, accounts payable, accrued liabilities, and notes payable. 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.

 

Environmental Matters

 

The Company’s operations are subject to evolving federal, state and local environmental laws and regulations related to the discharge of materials into the environment. The Company’s 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. Management is not aware of any area of non-compliance with federal, state or local environmental laws and regulations.

 

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 not to exceed one year or as agreed upon, is recognized as revenue upon the completion of the training courses. The training course duration is from one to two weeks.

 

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

 

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

 

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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.

 

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 year ended September 30, 2016 and 2015, there were no potentially dilutive common shares outstanding during the period.

 

Comprehensive Income (Loss)

 

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive income (loss) and its components in the consolidated financial statements. At September 30, 2016 and 2015, the Company has no items that represent a comprehensive income (loss) and, therefore, has not included a schedule of comprehensive income (loss) in the consolidated financial statements.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods and is to be applied utilizing a modified retrospective approach. The Company has not begun to evaluate this guidance to determine the impact it may have on its financial statements.

 

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The main objective of this update is to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The new guidance addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

 

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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016 and May 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively (ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016-10 and ASU 2016-12 collectively, Topic 606). Topic 606 supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606 also provides guidance on the recognition of costs related to obtaining customer contracts. The revenue recognition standard affects all entities—public, private, and not-for-profit—that have contracts with customers with certain exceptions. The new revenue recognition standard eliminates the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. The guidance was originally effective for annual reporting periods of public entities beginning on or after December 15, 2016, including interim periods within that reporting period. For all other entities, the amendments in the new guidance were originally effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Application will be permitted earlier only as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period, or an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which an entity first applies the guidance in ASU No. 2014-09. The Company has not begun to evaluate this guidance to determine the impact it may have on its financial statements.

 

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

 

On January 21, 2016, the Company negotiated a settlement with the Internal Revenue Service ("IRS") taxing authority and agreed to pay previously unpaid payroll tax obligations of $18,130 over a period of 24 months, with a monthly payment of $756 starting March 15, 2016. The Company had accrued a total obligation to the IRS of $44,442 which included an estimate for penalties and interest. The IRS would consider waiving the charges for penalties and interest, provided the Company submitted a written request to the IRS for waiver of penalties and interest. The Company has submitted a request for waiver of penalties and interest, and is waiting for a formal approval from the IRS. The monthly payment of $756 has been deferred by the IRS pending resolution of the Company's waiver request. Management has reduced the payroll tax liability by $26,370 as a change in estimate, which is reflected in selling, general and administrative line item on the consolidated statements of operations for the year ended September 30, 2016. The Company has included this unpaid payroll taxes obligation of $18,130 and $44,500 in accrued expenses on the balance sheets at September 30, 2016 and 2015, respectively. The Company paid this obligation subsequent to year end and is awaiting IRS approval of the negotiated settlement to waive the remaining penalties and interest.

 

NOTE 4 – NOTES PAYABLE

 

Notes payable consist of:

 

		September 30, 2016				September 30, 2015
Note payable to individual, unsecured, 5% interest, due March 31, 2017 (“Note A”)		$	50,000			$	50,000
Note payable to individual, unsecured, 5% interest, due March 31, 2017 (“Note B”)			68,000				68,000
Note payable to individual, unsecured, 5% interest, due March 31, 2017 (“Note C”)			7,500				7,500
Note payable to bank, secured, week day payment of $481.14 for 330 weekdays (“Loan”)			109,699				-
			235,199				125,500
Less: Debt discount			(34,343	)			-
Notes payable - current portion, net of debt discount of $34,343		$	200,856			$	125,500

 

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On January 9, 2015, the Company and the individual debt holder of the three promissory notes Note A, Note B and Note C, collectively referred to as (“Notes”), totaling $133,000, mutually agreed to extend the payment due date of the Notes due on March 31, 2015 to March 31, 2017, at which time, the unpaid principal and accrued interest on the Notes is due in full as a balloon payment. For the year ended September 30, 2016, the Company made no cash payments towards the Notes, and for the year ended September 30, 2015, the Company made a cash payment of $7,500 towards the Note C. Subsequent to the year ended September 30, 2016, management has negotiated with the debt holder an extension for payment for Note A, Note B and Note C amounting to $125,500, to December 31, 2017, bearing the same terms. The Company has recorded interest expense of $6,275 and $5,876 for the years ended September 30, 2016 and 2015, respectively.

 

On May 9, 2016, the Company entered into a Business Loan Agreement (“Loan”) with a third party financier and received cash proceeds of $109,500. The Loan is secured by the assets of the Company and requires the Company to make a daily cash payment of principal and interest, amounting to $481.14 on each business day, for a total of 330 business days. The total daily cash payments of principal and interest at maturity date would amount to $158,775. In connection with the issuance of the Loan, the Company recorded an OID discount of $49,275 which is being amortized to interest expense over the term of Loan using the effective interest method. As of September 30, 2016, the Company has made total cash payments of $49,076 on the Loan. The Company has recorded the amortization of OID discount as interest expense of $14,932 for the year ended September 30, 2016. The unamortized portion of OID discount at September 30, 2016 was $34,343 and the principal balance due on the Loan at September 30, 2016 was $109,699. The Loan Agreement specifically requires the Company to use the cash proceeds solely for its working capital needs and not to be used for funding dividends or distributions to shareholders. The Company is in violation of the terms of Loan Agreement since the Company has used the cash proceeds received to fund its officer's compensation.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

Operating Lease

 

The Company leases real property in Costa Mesa, California, 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 paid 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 increased 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 Company paid a security deposit of $6,270 upon execution of the lease.

 

On September 25, 2015, the Company executed another leased property in Costa Mesa, California, under an operating lease which commenced on October 1, 2015 for a term of twenty (20) months that expires on July 31, 2017. During the first twelve months of the lease term, the Company paid a monthly base rent of $712 plus its share of monthly common area maintenance charge of $120 for a total monthly commitment of $832. Thereafter, starting October 1, 2016, the monthly base rent will increase to $741 plus monthly share of common are maintenance of $120 for a total monthly commitment of $861. The Company paid a security deposit of $861 on this lease.

 

On January 7, 2016, the Company agreed to lease a real property in Greenville, South Carolina, under an operating lease arrangement for a thirty-six (36) months term commencing April 1, 2016 for a monthly base rent of $900 and an additional monthly charge of $125 for common area maintenance. The Company paid a security deposit of $1,025 and the lease expires on March 31, 2019.

 

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On June 27, 2016, the Company entered into an operating lease in Costa Mesa, California, whereby, the Company sub-leased an office space from a third party effective June 1, 2016, at a monthly rent of $1,400 for a period of twenty-five (25) months. The Company paid a security deposit of $1,400 and the sub-lease expires on June 30, 2018.

 

The total rent expense including common area maintenance charges was $65,060 and $30,719 for the years ended September 30, 2016 and 2015, respectively. The minimum future payment commitment for the lease property is summarized below:

 

For the year ending September 30:		Payments
2017		$	62,926
2018			24,900
2019			6,150
Total		$	93,976

 

Legal Matters

 

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

 

NOTE 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 $365,538 and $369,547 as of September 30, 2016 and 2015, 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.

 

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NOTE 7 – RELATED PARTY TRANSACTIONS

 

Transactions with the Principal Shareholder/Officer

 

Cash paid to the principal shareholder/officer have been recorded as compensation to officer. The Company has recorded $283,881 and $133,560 as compensation expense for the years ended September 30, 2016 and 2015, respectively. The Company recorded an automobile expense of $5,454 and $0 for the auto lease payments made by the Company on behalf of the principal shareholder/officer for the years ended September 30, 2016 and 2015, respectively. In addition, the same officer provided a short-term advance to the Company in the amount of $64,600 and $500 as of September 30, 2016 and 2015, respectively, towards the Company's working capital requirements.

 

Purchases and Advances from Affiliated Entity

 

The Company had purchased its paintless repair tools in the past from Dent Tools Direct ("Dent Tools"), a previously affiliated entity through common ownership. On January 17, 2014, the principal shareholder of the Company divested his ownership interest in Dent Tools for $1 consideration. For the years ended September 30, 2016 and 2015, the Company purchased $0 and $102,579 of tools from Dent Tools, of which no amounts were outstanding as payables at September 30, 2016 and 2015, respectively.

 

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

 

On September 15, 2014, DKTI and Dent Tools renewed their licensing agreement whereby Dent Tools agreed to pay cash or sell product in advance $95,000 in licensing fees for the twelve months period starting January 1, 2015 to December 31, 2015. The Company has recorded $23,750 and $86,250 in licensing revenues for the years ended September 30, 2016 and 2015, respectively. In addition, the Company recorded $0 and $23,750 as deferred revenues as of September 30, 2016 and 2015, respectively. As the license agreement expired on December 31, 2015, all revenue has been recognized. The Company currently has no license agreement in place to provide future revenues.

 

NOTE 8 – INCOME TAXES

 

Income tax expense for the years ended September 30, 2016 and 2015 is summarized as follows:

 

		September 30, 2016				September 30, 2015
Current:
Federal		$	-			$	-
State			800				1,560
Deferred taxes			-				-
Income tax expense (benefit)		$	800			$	1,560

 

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The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate of 34% to the income taxes reflected in the Statements of Operations:

 

		September 30, 2016				September 30, 2015
Tax expense at statutory rate – federal			34	%			34	%
State tax expense, net of federal benefit			-	%			2	%
Valuation allowance			(34	)%			(34	)%
Tax expense at actual rate			-	%			2	%

  

The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at September 30, 2016 and 2015 are as follows:

 

		September 30, 2016				September 30, 2015
Deferred tax assets:
Net operating loss carry forward		$	250,550			$	166,475
Less - valuation allowance			(250,550	)			(166,475	)
Net deferred tax assets		$	-			$	-

 

 

Deferred income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.

 

The Company's provision for income taxes differs from applying the statutory U.S. Federal income tax rate to income before income taxes. The primary differences result from deducting certain expenses for financial statement purposes but not for federal income tax purposes.

 

At September 30, 2016, the Company had an accumulated deficit of $736,912 for U.S. federal income tax purposes available to offset future taxable income expiring on various dates through 2035. The Company has recorded a 100% valuation allowance on the deferred tax assets due to the uncertainty of its realization. The net change in the valuation allowance for the year ended September 30, 2016 was an increase of $84,075, and a decrease of $32,889 for the year ended September 30, 2015.

 

In the normal course of business, the Company's income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740-10-15. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the company's financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. The Company's wholly-owned subsidiary files its income tax returns on a stand-alone basis. As of September 30, 2016, tax years of the Company's subsidiary for the years 2014, 2015 and 2016 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years.

 

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NOTE 9 – STOCKHOLDERS' EQUITY

 

The Company's capitalization at September 30, 2016 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 September 30, 2016 and 2015, respectively.

 

NOTE 10 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through January 13, 2017, the date the financial statements were available to be issued, noting no items that would impact the accounting for events or transactions in the current period or require additional disclosure.

 

 

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