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EXCEL - IDEA: XBRL DOCUMENT - mLight Tech, Inc.Financial_Report.xls
EX-31 - RULE 13A-14(A)/15D-14(A) CERTIFICATIONS OF CEO - mLight Tech, Inc.ex_31-1.htm
EX-32 - SECTION 906 CERTIFICATIONS BY CFO - mLight Tech, Inc.ex_32-2.htm
EX-32 - SECTION 906 CERTIFICATIONS BY CEO - mLight Tech, Inc.ex_32-1.htm
EX-31 - RULE 13A-14(A)/15D-14(A) CERTIFICATIONS OF CFO - mLight Tech, Inc.ex_31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x

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

 

For the fiscal year ended September 30, 2012

 

o

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.)

 

 

9694 Royal Palm Blvd., Coral Springs FL

33065

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:     954.856.5718

 

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  o  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 o  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 o

 

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 x  No o


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 o   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 o

Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller Reporting Company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x  No o

 

State issuer’s revenues for its most recent fiscal year. $0.

 

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 $12,500 as of September 30, 2012.

 

As of November 30, 2012, there were 10,200,000 shares of the issuer’s $0.0001 par value common stock issued and outstanding.

 

ii



TABLE OF CONTENTS

 

Part I

Page No.

 

 

 

Item 1.

Business.

1

 

 

 

Item 1A

Risk Factors.

3

 

 

 

Item 1B

Unresolved Staff Comments.

8

 

 

 

Item 2.

Properties.

8

 

 

 

Item 3.

Legal Proceedings.

8

 

 

 

Item 4.

Mine Safety Disclosures.

8

 

 

 

Part II

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

8

 

 

 

Item 6.

Selected Financial Data.

9

 

 

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

9

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk.

12

 

 

 

Item 8

Financial Statements and Supplementary Data.

12

 

 

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

12

 

 

 

Item 9A.

Controls and Procedures.

12

 

 

 

Item 9B.

Other Information.

14

 

 

 

Part III

 

 

 

 

Item 10.

Directors, Executive Officers, and Corporate Governance.

14

 

 

 

Item 11.

Executive Compensation.

16

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

18

 

 

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

19

 

 

 

Item 14.

Principal Accountant Fees and Services.

19

 

 

 

Part IV

 

 

 

 

Item 15.

Exhibits, Financial Statements Schedules.

20

 

 

 

Signatures

20

 

iii



PART I

 

Item 1.

Business.

 

Corporate Background

 

General

 

mLight Tech, Inc. was founded in September 2010 to provide software solutions that simplify the management of networked personal computers. mLight plans to develop products to automate network inventory and reporting, diagramming and documentation, problem identification and resolution, and compliance.  Our business and registered office is located at 9694 Royal Palm Blvd, Coral Springs, FL, 33065.


The number of personal computers and local area networks installed in commercial enterprises has grown rapidly over the last several years, making it difficult for an organization to track and manage its personal computer hardware and software assets. The problem is compounded by the geographic and physical distribution of these assets. mLight plans provide a unique solution to this problem. The Company’s products are planned help design, discover, document and manage distributed personal computer networks. Through a combination of integrated functionality and powerful data management capability, mLight plans to create products to allow organizations to better manage their PC networks, thereby reducing their total cost of ownership. mLight products will be specifically targeted at small to medium size networks in medium to large companies.


mLight Tech, Inc. is in the early stage of developing its business plan. The Company does not have any products, customers and has not generated any revenues. The Company must complete the business plan, develop the product and attract customers before it can start generating revenues.


On September 3, 2010, Mr. Edward Sanders, our President and sole director, incorporated the Company in the State of Florida and established a fiscal year end of September 30. mLight was established to provide software solutions that simplify the management of networked personal computers. mLight plans 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 sole officer and director, 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 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.

 

As of September 30, 2012, mLight Tech, Inc. had raised $21,000 through the sale of its common stock. There is $53 of cash on hand in the corporate bank account. As of the date of this report, we have not generated any revenue from our business operations. The following financial information summarizes the more complete historical financial information found in the audited financial statements of the Company filed with this 10-K.

 

mLight has not made any material change in its mode of conducting business and has no plans to change its business activities or to combine with another business and is not aware of any circumstances or events that might cause this plan to change. Since inception we have not been in receivership, bankruptcy or similar proceeding. We have not made any significant purchases or sales of assets or been involved in any merger, material reclassification, acquisition or consolidation.


Description of our Products and Services


mLight Tech, Inc. is a development stage company which plans to provide software solutions that simplify the management of networked personal computers. mLight products will automate network inventory and reporting, diagramming and documentation, problem identification and resolution, and the assessment of IT compliance.


- 1 -



The number of personal computers and local area networks installed in commercial enterprises has grown rapidly over the last several years, making it difficult for an organization to track and manage its personal computer hardware and software assets. The problem is compounded by the geographic and physical distribution of these assets. mLight plans to provide a unique solution to this problem. The Company’s products help design, discover, document and manage distributed personal computer networks. mLight products will allow organizations to better manage their PC networks, thereby reducing their total cost of ownership. mLight products will be specifically targeted at small to medium size networks in medium to large companies. Enterprise network administration suites,

with their complex installations and time consuming administration, are generally not cost effective for the Company’s target market. This fragmented market, with no established leader, provides a significant opportunity for mLight.


mLight products will provide the essential tools for effective management for PC networks. Leveraging unique data discovery and documentation capabilities, the Company’s products will feature:


 

·

Automated inventory and documentation of hardware and software assets;

 

 

 

 

·

Automated network discovery;

 

 

 

 

·

An intuitive visual mapping interface;

 

 

 

 

·

Web based publishing and management;

 

 

 

 

·

Extensive query and reporting capabilities;

 

 

 

 

·

Customizable user-defined enhancements and features;

 

 

 

 

·

Configuration management and problem resolution; and

 

 

 

 

·

Simple installation and ease of use.


These capabilities will provide the documentation and reporting needed to support network design, mapping, inventory and asset management functions; elements that are critical for appropriate financial and management control. And mLight will deliver the benefits of asset management and network documentation in an integrated cost-effective solution.


Competition

 

The competition for mLight Professional and mLight Advanced comes from both standalone software products and management suites. mLight plans to offer a compelling value proposition to differentiate itself from its competitors. These products will offer targeted functionality at a lower price point.


Employees and Employment Agreements

 

We currently have one employee, our executive officer, Mr. Edward Sanders who is responsible for the primary operation of our business. There are no formal employment agreements between the Company and our current employee. The loss of Mr. Edward Sanders’ services would have a material adverse and catastrophic impact on our business operations, which should be considered a high risk of investment.


In the event our Company does not have adequate proceeds from this offering, our sole Officer and Director, Mr. Edward Sanders, has verbally agreed to fund the Company for an indefinite period of time. The funding of the Company by Mr. Edward Sanders will create a further liability to the Company to be reflected on the Company’s financial statements. Mr. Edward Sanders’ commitment to personally fund the Company is not contractual and could cease at any moment in her sole and absolute discretion.


The Company does not currently owe Mr. Edward Sanders any money as of the date of this registration statement, as Mr. Edward Sanders’ monetary funding to the Company as of the date hereof has not been categorized as loans made to the Company, but as contributions for which she has received founders stock. Future contributions by Mr. Edward Sanders to the Company, pursuant to the verbal and non-binding agreement, will be reflected on the financial statements of the Company as liabilities.


- 2 -



Facilities

 

The company does not own or lease property or lease office space. The office space used by the company was arranged by the founder of the company to use at no charge. Our principal offices are located 9694 Royal Palm Blvd., Coral Springs, FL 33065.

 

Item 1A.

Risk Factors.

 

AUDITOR’S GOING CONCERN

 

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF MLIGHT TECH, INC. TO CONTINUE ITS OPERATIONS AS A GOING CONCERN.


In their audit report for the periods ending September 30, 2012 and 2011, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our sole officer may be unwilling or unable to loan or advance any additional capital to mLight Tech, Inc. we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the development of our business and marketing plans. See the September 30, 2012 Audited Financial Statements - Auditors Report. Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether it can continue as a going concern it may be more difficult to attract investors.


SINCE mLIGHT ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO GENERATING A PRODUCT FOR SALE, IT MAY NEVER ACHIEVE PROFITABILITY AND IF THECOMPANY CAN NOT ACHIEVE PROFITABILITY OR RAISE ADDITIONAL CAPITAL, IT MAY FAILRESULTING IN A COMPLETE LOSS OF YOUR INVESTMENT.


The Company must complete the business and marketing plans before any development can start on the design of the product suite. Over the next twelve months, the Company anticipates increasing its operating expenses and will need $150,000 to complete the business and marketing plan and to fund basic operations of the Company.


There is no history upon which to base any assumption as to the likelihood that the Company will be successful in creating a product. We cannot provide investors with any assurance that if we create a product, that we will be successful in attracting customers and have the ability to generate any revenue.  If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.


OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE COMPLETE LOSS OF YOUR INVESTMENT.


We will require additional financing to sustain our business operations. Over the next 12 months, we anticipate needing at least $150,000 to complete the marketing and business plan and other operating expenses. Currently, we do not have any arrangements for financing and can provide no assurances to investors that we will be able to obtain any when required. If we don’t raise additional capital, our business will fail.


RISKS RELATED TO INVESTING IN OUR COMPANY


OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR TERMINATION OF OUR OPERATIONS AND INVESTORS MAY LOOSE THEIR ENTIRE INVESTMENT.


We were incorporated on September 3, 2010 and we have not realized any revenues to date. We are an early entry stage company in a very competitive mobile services market. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering and our ability to generate revenues through sales of our products.


Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business and you will lose your entire investment.


OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH MAY IMPACT THE COMPANY AND THE VALUE OF THE INVESTMENT.


- 3 -



Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over. Currently, we don’t have a product or prototype. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future equity sales; and after we create a commercial product, the factors include: the level of commercial acceptance by the ecommerce businesses of our products; fluctuations in the demand for our product and capital expenditures relating to expansion of our future business, operations and infrastructure and general economic conditions. If realized, any of these risks could have a materially adverse effect on our business, financial condition and operating results.


BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.


Due to the fact we are small with very little working capital, we must limit our marketing activities to potential customers having the likelihood of purchasing our products. We intend to generate revenue through the sale of our products. Because we will be limiting the scope of our marketing activities, we may not be able to generate enough sales to operate profitably. If we cannot operate

profitably, we may have to suspend or cease operations.


THE COMPANY’S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE.


Mr. Edward Sanders, our sole officer and director, has other business interests and currently devotes approximately 30 hours per week to our operations. He is currently a senior bid analyst at Staples Technology Solutions, a division of Staples since January 1990. Mr. Sanders is and has been a partner in Jenlis, Inc., an Internet sales company since April 2005. Our operations may be sporadic and occur at times which are not convenient to Mr. Sanders, which may result in periodic interruptions or suspensions of our business plan.  Such delays could have a significant negative effect on the success of the business.


KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS. IF THE COMPANY CEASES OPERATIONS, YOU WILL LOOSE YOUR INVESTMENT.


Because the Company is entirely dependent on the efforts of its sole officer and director, his departure could have a materially adverse effect on the business. He has other outside business activities and is devoting only approximately 30-35 hours per week to our operations. His expertise in the advertising and internet industries, as well as, his technical expertise is critical to the success of the business. The loss of this resource would have a significant impact on our business. The Company does not maintain key person life insurance on its sole officer and director.


THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COSTS WHICH WILL IMPACT PROFITABILITY AND MAY CAUSE US TO CEASE OPERATIONS IF WE RUN OUT OF CAPITAL.


Because we are a small business, with limited assets, we are not in a position to assume unanticipated costs and expenses. If we have to make changes in the Company structure or are faced with circumstances that are beyond our ability to afford, we may have to suspend operations or cease operations entirely which could result in a total loss of your investment.


THE COMPANY WILL USE PART TIME RESOURCES TO COMPLETE THE DEVELOPMENT OF THE PRODUCT PLATFORM. THE COMPANY HAS NO ASSURANCES THAT THESE RESOURCES WILL BE AVAILABLE OR WILL COMPLETE THE PLATFORM DEVELOPMENT. WITHOUT THESE RESOURCES THE COMPANY WILL NOT BE ABLE TO CREATE A PRODUCT.


The Company plans to use part time resources to develop the product platform to conserve cash resources. These part time resources are not under contract or obligated to complete the platform development. If the resources do not complete the product development, the Company will not have a product platform to generate revenues.


GENERAL COMPETITION.


The Company has identified a market opportunity for our products. The network management of technical assets market is very competitive and aggressive on pricing and service. Competitors already exist in this sector with superior products, services, financial resources, conditions and/or benefits. This will infringe on our future customer base, lengthen our sales cycle, and increase marketing costs, which in turn will have an adverse affect upon our business and the results of our operations.


- 4 -



COMPETITION MAY DECREASE OUR MARKET SHARE, REVENUES, AND GROSS MARGINS.


mLight has decided to sell to traditional small and medium size enterprises and ecommerce businesses. These businesses are cross industry and traditionally cross region (all in US). The market is very competitive. The competitors mLight will compete with a diffuse array of vendors of standalone solutions offering network diagramming, remote control and inventory functions. Vendors include Visio, Symantec, Traveling Software, BindView, Tally Systems, and others.  These companies market their products at industry trade shows, conferences, and expos. These competitors have substantially more capital, longer operating histories, greater brand recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. These competitors may also adopt more aggressive pricing policies and establish more comprehensive marketing and advertising campaigns than we can. Our competitors may develop products and service offerings that we do not offer or that are more sophisticated or more cost effective than our own. For these and other reasons, our competitors’ products and services may achieve greater acceptance in the marketplace than our own, limiting our ability to gain market share and customer loyalty and to generate sufficient revenues to achieve a profitable level of operations. Our failure to adequately address any of the above factors could harm our business and operating results.


IF, AFTER DEMONSTRATING PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH RELATIONSHIPS WITH BUSINESS AND CHANNEL PARTNERS AND/OR CUSTOMERS, THE BUSINESS WILL FAIL.


Because there may be a substantial delay between the completion of this offering and the execution of the business plan, our expenses may be increased and it may take us longer to attract customers and generate revenues. We have no way to predict when we will begin delivering our products. In addition, it takes time, money, and resources to build relationships with customers and partners. If these efforts are unsuccessful or take longer than anticipated, the Company may run out of capital and the business will fail.


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.


AVERAGE SELLING PRICES OF OUR PRODUCTS AND SERVICES MAY DECREASE, WHICH MAY HARM OUR GROSS MARGINS.


The average selling prices of our products and services may be lower than expected as a result of competitive pricing pressures and promotional programs. We expect to experience pricing pressure and anticipate that the average selling prices and gross margins for our products may decrease over product life cycles. We may not be successful in developing and introducing on a timely basis new

products with enhanced features and services that can be sold at higher gross margins.


WE WILL RELY ON STRATEGIC RELATIONSHIPS TO PROMOTE OUR SERVICES AND IF WE FAIL TO DEVELOP, MAINTAIN OR ENHANCE THESE RELATIONSHIPS, OUR ABILITY TO SERVE OUR CUSTOMERS AND DEVELOP NEW SERVICES AND APPLICATIONS COULD BE HARMED.


Our ability to provide our products to enterprise and ecommerce businesses depends significantly on our ability to develop, maintain or enhance our strategic relationships with these potential customers. In the beginning of operations, there will be a marketing challenge for the Company.  The Company will need to create an identity, which will be newly formed; therefore, the company will be relatively unknown in the marketplace. Although the founder has significant experience and many contacts within the technology industry, he has worked in the industry for over 25 years and mLight benefit from his experience.


THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SOTHE ONLY WAY IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN THIS COMPANY ISTO SELL THE STOCK IF AND ONLY IF A MARKET DEVELOPS.


We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation growth and expansion of our business. Therefore, the only way to liquidate your investment is to sell your stock.


- 5 -



IN THE EVENT THAT THE COMPANY’S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD ADVERSELY AFFECT THE PRICE AND LIQUIDITY OF THE COMPANY’S SHARES CREATING A POTENTIAL LOSS OF INVESTMENT.


In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser.  Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.


BLUE SKY LAWS MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES. IF THE STATE LAWS ARE NOT FOLLOWED, YOU WILL NOT BE ABLE TO SELL YOUR SHARES AND YOU MAY LOOSE YOUR INVESTMENT.


State Blue Sky laws may limit resale of the Shares. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares.


Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company’s securities to be limited.


SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS OVER 88% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FEEL THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS.


The Company’s sole officer and director, Mr. Edward Sanders owns over 88% of the outstanding shares.  As a result, he will maintain control of the Company and be able to choose all of our directors. His interests may differ from those of other stockholders. Factors that could cause his interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to the Company.


RISKS RELATED TO THE COMPANY’S MARKET AND STRATEGY


THE NETWORK ASSET MANAGEMENT MARKET IS A COMPETITIVE MARKET AND HIRING QUALIFIED RESOURCES ARE DIFFICULT TO ACCOMPLISH. IF WE CAN NOT RETAIN QUALIFIED RESOURCES AND ATTRACT CUSTOMERS, WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.


The Company expects that its results of operations may also fluctuate significantly in the future due to the availability and retention of motivated and qualified personnel. The Company needs these qualified resources to attract and retain customers. If we are not successful hiring and managing these resources our business will fail, which could result in a complete loss of your investment.


WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS OR ESTABLISH A SIGNIFICANT MARKET PRESENCE. IF WE CANNOT GAIN MARKET ACCEPTANCE, WE WILL NOT BE ABLE TO ATTRACT CUSTOMERS AND GENERATE REVENUE AND OUR BUSINESS WILL FAIL.


mLight’s strategy is substantially dependent upon its ability to market its products successfully to both enterprises and ecommerce businesses. However, there is always the possibility that the Company will not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. In addition, there is no guarantee that any acceptance by a client will remain a client. Failure of the Company’s products to achieve or sustain market acceptance will have a materially adverse effect on our business, financial conditions and the results of our operations.


- 6 -



MANAGEMENT’S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY SUCCESSFULLY IS CRITICAL TO THE BUSINESS SUCCESS. IF THE MANAGEMENT FAILS TO IMPLEMENT THE BUSINESS STRATEGY, THE COMPANY WILL FAIL AND INVESTORS WILL LOOSE THEIR INVESTMENT.


Although the Company intends to pursue a strategy of marketing its product online, our business success depends on a number of factors. These include: our ability to establish a significant customer base and maintain favorable relationships with customers and partners in the mobile advertising industry; obtain adequate business financing on favorable terms in order to buy all the necessary software and processing systems; development and maintenance of appropriate operating procedures, policies and systems; hire, train and retain skilled employees. The inability of the Company to manage any or all of these factors could impair its ability to implement its business strategy successfully, which could have a materially adverse effect on the results of its operations and its financial condition.


mLIGHT MAY BE UNABLE TO MANAGE ITS FUTURE GROWTH. IF THE COMPANY CANNOT SUCCESSFULLY MANAGE THE GROWTH, THE COMPANY MAY RUN OUT OF MONEY AND FAIL.


Any extraordinary growth may place a significant strain on management, financial, operating and technical resources. Failure to manage this growth effectively could have a materially adverse effect on the Company’s financial condition or the results of its operations.


IF, AFTER DEMONSTRATING PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH RELATIONSHIPS WITH DEVELOPMENT PARTNERS AND/OR CUSTOMERS, THE BUSINESS WILL FAIL.


Because there may be a substantial delay between the completion of this offering and the execution of the business plan, our expenses may be increased and it may take us longer to generate revenues. We have no way to predict when we will begin delivering our products. In addition, it takes time, money, and resources to build relationships with customers and partners. If these efforts are unsuccessful or take longer than anticipated, the Company may run out of capital and the business will fail.


THE COMPANY ANTICIPATES THAT ESTABLISHING AND MAINTAINING A CUSTOMER BASE IN THE MOBILE MARKETING AND ADVERTISING MARKETS WILL BE DIFFICULT TO ACHIEVE ESPECIALLY SINCE CONSUMERS ARE ALWAYS COST CONSCIOUS. IF WE CANNOT ATTRACT A CUSTOMER BASE, WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.


The Company expects that attracting, building and managing a customer base is very difficult to accomplish in the mobile marketing and advertising market space. Customers are very cost sensitive and will switch to any other product based on cost. We plan to provide a product and services that are high utility value, simple to use, and cost effective.  Accordingly, when we are ready, if we cannot build a customer base, our future sales and operating results will be negatively impacted and our business could fail.


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 only 10,200,000 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.


- 7 -



FORWARD-LOOKING STATEMENTS

 

Information in this annual report contains forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” “anticipates,” “projects,” “expects,” “may,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. The following matters constitute cautionary statements identifying important factors with respect to those forward-looking statements, including certain risks and uncertainties that could cause actual results to vary materially from the future results anticipated by those forward-looking statements. 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.

 

Item 1B.

Unresolved Staff Comments.

 

None


Item 2.

Properties.

 

The company does not own any real estate or other properties. The company’s office is located at 9694 Royal Palm Blvd., Coral Springs, FL 33065, which is the sole officer’s residence. This office space is made available to us at no charge.


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.

 

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 eligible to be quoted on the Over-The-Counter Bulletin Board under the ticker symbol MLGT. There has been no trading in the Company’s securities, and there has been no bid or ask prices quoted.

 

  

Fiscal Year 2012

 

  

High

 

 

Low

 

First Quarter

$

N/A

 

 

$

N/A

 

Second Quarter

 

N/A

 

 

 

N/A

 

Third Quarter

 

N/A

 

 

 

N/A

 

Fourth Quarter

 

N/A

 

 

 

N/A

 

 

As of September 30, 2012, there are 10,200,000 shares of Common Stock outstanding.

 

Since we may be considered a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, there are no non-affiliate outstanding shares of our common stock, which can be sold pursuant to Rule 144. There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. We have no agreements in place to register for sale of the shares of common stock held by our shareholders.

 

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.


- 8 -



Shareholders

 

As of September 30, 2012, there are 25 stockholders of record.

 

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.

 

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, 2012.


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’s Discussion and Analysis of Financial Condition and Results of Operations.


Liquidity and Capital Resources

 

Our balance sheet as of September 30, 2012 reflects cash assets in the amount of $53 as compared to $10,606 in cash for the period ending September 30, 2011. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date, however the Company will need to raise additional capital for operations. The Company had no revenues and incurred a net loss of $11,856 for the year ended September 30, 2012 as compared to net loss of $9,794 for the period ending September 30, 2011. During the period from September 3, 2010 (inception) to September 30, 2012, the Company’s balance sheet reflected an accumulated deficit of $24,650.

 

The Company does not believe that it has sufficient capital to fund its expenses over the next twelve months. The Company raised $12,000 in a public offering on January 31, 2011. In September 2012, the Company issued a note payable for $1,000 to one investor.  There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.


Results of Operations – Year Ended September 30, 2012 Compared to the Year Ended September 30, 2011

 

The Company has not yet implemented its business model and to date has generated no revenues.


GENERAL AND ADMINISTRATIVE EXPENSES

 

These costs increased by $2,062 from $9,794 for the year ended September 30, 2011 to $11,856 for the year ended September 30, 2012, an increase of 21%. The increase resulted from expenses associated with SEC and XBRL filing fees.

 

NET LOSS BEFORE INCOME TAXES

 

As a result of the factors described above, we reported a net loss before income taxes of $11,856 for the year ended September 30, 2012 compared to a net loss of $9,794 for the year ended September 30, 2011.


- 9 -



Off-balance Sheet Arrangements


We have no off-balance sheet arrangements as of September 30, 2012 and 2011.


Tabular Disclosure of Contractual Obligations


We had no contractual obligations such as long-term debt, capital leases or operating leases, or purchase obligations as of September 30, 2012 and 2011.


Going Concern Consideration

 

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

 

As a result of these uncertainties, the report of our registered public accounting firm on our financial statements for fiscal year-end September 30, 2012 contained an explanatory paragraph regarding our ability to continue as a going concern.

 

The Company’s activities to date have been supported by equity financing from Edward Sanders, the Company’s CEO and President. It has sustained losses in all previous reporting periods with an accumulated deficit of $24,650 as of September 30, 2012. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.


Impact of Inflation

 

We believe that inflation has not had a material impact on our results of operations for the years ended September 30, 2012 and 2011. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

 

Critical Accounting Policies and Estimates

 

Accounting Basis

 

The Company is currently a development stage enterprise reporting under the provisions of FASB ASC 915, Development Stage Entities. These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

 

Earnings (Loss) per Share

 

The Company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

 

Dividends

 

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.


- 10 -



Income Taxes

 

The Company adopted FASB ASC 740, Income Taxes, at its inception under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities 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 deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. 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. No deferred tax assets or liabilities were recognized as of September 30, 2012 or 2011, respectively.


Advertising

 

The Company will expense advertising as incurred. The advertising since inception has been $0.00.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue and Cost Recognition

 

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

 

The Company has filed all income tax returns since inception.

 

Allowance for Doubtful Accounts

 

We will maintain an allowance for doubtful accounts for estimated losses resulting from our customers not making their required payments after we start generating revenue.

 

Tangible and Intangible Asset Impairment

 

After we have any tangible or intangible assets on our balance sheet, we will review those long-lived assets and identifiable intangibles for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements.  Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. They may contain words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “will,” “would,” “could”, “may”, “should”, and words or phrases of similar meaning. They may relate to, among other things:


 

·

a reduction in consumer and/or business spending in our market due to business layoffs or budget reductions, negative consumer sentiment, access to consumer credit, events or occurrences affecting the securities and/or financial markets, occurrences affecting our common stock, housing values, changes in federal, state, foreign and/or local tax levels or other factors;


- 11 -



 

·

risks relating to the business industry and our business, including competition, changes in consumer tastes and preferences, risks associated with expanding our business, increases in energy costs, demographic trends, traffic patterns, weather conditions, independent contractor availability, benefits and cost increases, litigation judgments or, government regulation, our ability to maintain adequate financing facilities, our liquidity and capital resources, prevailing interest rates and legal and regulatory matters;

 

 

 

 

·

public health issues, including, without limitation risks relating to the spread of pandemic diseases;

 

 

 

 

·

legal proceedings and regulatory matters; and

 

 

 

 

·

other risks detailed in “Risk Factors” herein and in our reports filed from time to time with the SEC.


Additionally, our ability to expand our business is dependent upon various factors, such as the availability of capital on favorable terms, the ability to obtain various government permits and licenses, and the recruitment and training of skilled management and business employees.


All forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive and governmental factors outside of our control, that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements. These risks and uncertainties may include those discussed in “Risk Factors.” Given these risks and uncertainties, we urge you to read this prospectus completely with the understanding that actual future results may be materially different from what we plan or expect. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.


All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements made in this prospectus may not prove to be correct.


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.

 

Except as noted in the paragraph immediately below, the reports of the Former Auditor on the Company’s financial statements for either of the past two years contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principle.

 

During the registrant’s two most recent fiscal years, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

 

During the registrant’s two most recent fiscal years and the subsequent interim periods thereto, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.


- 12 -



Item 9A.

Controls and Procedures.

 

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:


 

·

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, 2012 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2012.

 

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Management’s Remediation Initiatives

 

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

 

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.


- 13 -



Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by June 30, 2013. Additionally, we plan to test our updated controls and remediate our deficiencies by November 30, 2013.


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 9.B

Other Information.


None


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

Edward Sanders

67

President and Director

 

Edward Sanders has served as our President, Chief Executive Officer and our director since September 3, 2010.

 

Mr. Sanders, our President and sole Director, embodies over 29 years of professional business and IT experience. He has been a senior bid analyst at Staples Technology Solutions, a division of Staples since January 1990. Mr. Sanders is and has been a partner in Jenlis, Inc., an Internet sales company since April 2005. Mr. Sanders was also the president of PashminaDepot.com, an Internet ecommerce company from November 2007 till October 2009. Previously, he was a vice president of operations at Silky Button Company responsible for sales, factory management and finance from 1983 to 1990.


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

 

Family Relationships

 

MBN Consulting is managed by Steve Sanders who is the brother of Ed Sanders.  Otherwise, to the best of our knowledge there are no transactions involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officer(s) and director(s).

 

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.


- 14 -



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

 

Audit Committee. Presently, the board of directors acts as the audit committee. Our board of directors does not have an “audit committee financial expert,” within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. The Audit Committee is currently charged with, among other things:

 

 

·

recommending to the board of directors the engagement or discharge of our independent public accountants, including pre-approving all audit and non-audit related services;

 

 

 

 

·

the appointment, compensation, retention and oversight of the work of the independent auditor engaged by us for the purpose of preparing or issuing an audit report or performing other audit review or attest services for us;

 

 

 

 

·

approving the scope of the financial audit;

 

 

 

 

·

consulting regarding the completeness of our financial statements;

 

 

 

 

·

reviewing changes in accounting principles; and

 

 

 

 

·

reviewing the results of the auditing engagement with our independent auditors and with our officer.

 

Compensation Committee. The board has a Compensation Committee comprised of our sole director and officer and performs the functions of the Compensation Committee. The Compensation Committee is currently charged with, among other things, assisting the board in:

 

 

·

approving and evaluating the compensation of directors and executive officers;

 

 

 

 

·

establishing policies to hire and retain senior executives, with the objectives of aligning the compensation of senior management with our business and the interests of our stockholders;

 

Compliance Committee. The board has a Compliance Committee comprised of our sole director and officer and performs the functions of the Compliance Committee. The Compliance Committee is currently charged with, among other things, assisting the board in:

 

 

·

identifying individuals qualified to become board members and recommending that the board select a group of director nominees for each next annual meeting of our stockholders;

 

 

 

 

·

ensuring that the Audit, Compensation and Compliance Committees of the board have the benefit of qualified and experienced “independent” directors;

 

 

 

 

·

developing and recommending to the board a set of effective corporate governance policies and procedures applicable to us, and reviewing and reassessing the adequacy of such guidelines annually and recommending to the board any changes deemed appropriate;

 

 

 

 

·

developing policies on the size and composition of the board;

 

 

 

 

·

together with the Compensation Committee, developing criteria to assist the board’s assessment of the Chief Executive Officer’s leadership of the company; and,

 

 

 

 

·

generally advising the board (as a whole) on corporate governance matters.

 

- 15 -



Nominating Committee. Our entire Board participates in consideration of director nominees. The Board will consider candidates who have experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. The Board will also evaluate whether the candidates’ skills and experience are complementary to the existing Board’s skills and experience as well as the Board’s need for operational, management, financial, international, technological or other expertise. The Board will interview candidates that meet the criteria and then select nominees that Board believes best suit our needs.


The Board will consider qualified candidates suggested by stockholders for director nominations. Stockholders can suggest qualified candidates for director nominations by writing to our Corporate Secretary Edward Sanders, 9694 Royal Palm Blvd. Coral Springs, FL 33064. Submissions that are received that meet the criteria described above will be forwarded to the Board for further review and consideration. The Board will not evaluate candidates proposed by stockholders any differently than other candidates.


Selection of Nominees for the Board of Directors

 

The Compliance Committee is responsible for evaluating potential candidates to serve on our board of directors, and for selecting nominees to be presented for election to the board at our Annual Meeting of Stockholders. In evaluating potential director candidates, the Compliance Committee considers the skills and characteristics possessed by each candidate in the context of the perceived needs of the board at that point in time. Among the factors considered by the Compliance Committee in considering a potential nominee are the following:

 

 

·

the nominee’s independence;

 

 

 

 

·

the nominee’s relevant professional skills and depth of business experience;

 

 

 

 

·

the nominee’s character, judgment and personal and professional integrity;

 

 

 

 

·

the nominee’s ability to read and understand financial statements;

 

 

 

 

·

the nominee’s willingness to commit sufficient time to attend to his or her duties and responsibilities as a member of the board;

 

 

 

 

·

the nominee’s qualifications for membership on certain committees of the board;

 

 

 

 

·

any potential conflicts of interest involving the nominee; and,

 

 

 

 

·

the makeup and diversity of our existing board.

 

In identifying potential candidates for the board, the committee relies on recommendations from a number of possible sources, including the current director. The Compliance Committee may also retain outside consultants or search firms to help in identifying potential candidates for membership on the board.

 

The Compliance Committee will consider any written suggestions of stockholders for director nominations. The recommendation must include the name and address of the candidate, a brief biographical description and a description of the person’s qualifications. The Committee has full discretion in considering all nominations to the board of directors. Stockholders who would like to nominate a candidate for director must comply with the requirements described in our by-laws.

 

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.

 

- 16 -



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.


Summary Compensation Table. The compensation of the named executive officers for the last completed fiscal year ended September 30, 2012 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
Compensation
$

Total
$

 

 

 

 

 

 

 

 

 

 

Edward Sanders, President

2012

0

0

0

0

0

0

0

0

 

2011

0

0

0

0

0

0

0

0

 

(1)

Refer to “Related Party Transactions for information regarding amounts paid to the individuals who are our officers, although the payments made were for services as independent contractors to us.

 

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 thereunder 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, 2012, 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, 2012, each named executive officer had these unexercised options, stock that has not vested, and equity incentive plan awards:

 

Option Awards

Stock Awards

Name

Number of Securities
Underlying
Unexercised
Options #
Exercisable

# Un-
exercisable

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Options

Option
Exercise
Price

Option
Expiration
Date

Number
of Shares
or Units
of Stock
Not Vested

Market
Value of
Shares
or Units
Not Vested

Equity
Incentive
Plan Awards:
Number of Unearned
Shares,
Units or
Other Rights
Not Vested

Value of
Unearned
Shares,
Units or
Other Rights
Not Vested

 

 

 

 

 

 

 

 

 

 

Edward Sanders, President

0

0

0

0

n/a

0

0

0

0


- 17 -



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.



Plan category

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (a)

Weighted-average exercise
price of outstanding options,
warrants and rights (b)

Number of securities
remaining available for
future issuance under equity compensation (excluding
securities reflected in column
(a))

 

 

 

 

Equity compensation plans
approved by security holders

0

0

0

 

 

 

 

Equity compensation plans
not approved by security holders

0

0

0

 

 

 

 

Total

0

0

0

 

Employment Contracts.

 

We do not anticipate that we will enter into any employment contracts with any of our officers.

 

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, 2012, Forms 5 and any amendments thereto furnished to us with respect to the year ended September 30, 2012, and the representations made by the reporting persons to us, we believe that during the year ended September 30, 2012, 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, 2012, 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.

 

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 Owner

Percent of Class

 

 

 

 

Common Stock

Edward Sanders *
9694 Royal Palm Blvd,
Coral Springs, FL 33065

9,000,000 shares
President, Secretary, Treasurer,
Director

88.2%

 

 

 

 

Common Stock

All officers and directors
as a group

9,000,000 shares

88.2%

 

* Mr. Sanders serves as the Company’s Chief Executive Officer, Chief Financial Officer, President and sole Director.


- 18 -



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.

 

Conflicts Related to Other Business Activities. The person serving as our sole officer and director has existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to other entities in addition to us. As a result, conflicts of interest between us and the other activities of that person may occur from time to time.


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. 

 

There were no related party transactions in the periods presented.

 

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, 2012 and September 30, 2011 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, 2012

 

September 30, 2011

 

 

 

 

 

 

(i) Audit Fees

$

4,200

 

$

4,200

 

 

 

 

 

 

(ii) Audit Related Fees

$

-0-

 

$

-0-

 

 

 

 

 

 

(iii) Tax Fees

$

-0-

 

$

-0-

 

 

 

 

 

 

(iv) All Other Fees

$

-0-

 

$

-0-

 

 

 

 

 

 

Total

$

4,200

 

$

4,200

 

Audit Fees. The aggregate fees billed in each of the years ended September 30, 2012 and 2011 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 both $4,200 respectively.


Audit-Related Fees. There were no 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, 2012 and 2011.


- 19 -



Tax Fees. For the year ended September 30, 2012 and 2011, 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.

 

Item 15.

Exhibits

 

31.1

Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer

32.1

Section 906 Certifications by Chief Executive Officer

32.2

Section 906 Certifications by Chief Financial Officer

101*

XBRL 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.”



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.

 

 

 

December 13, 2012

By:

/s/ Edward Sanders

 

Its:

Edward Sanders
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/ Edward Sanders

 

December 13, 2012

 

Edward Sanders

 

 

Its:

Principal Executive Officer,
President and a Director

 

 

 

 

 

 

By:

/s/ Edward Sanders

 

December 13, 2012

 

Edward Sanders

 

 

Its:

Principal Financial Officer,
Treasurer, Secretary and a Director

 

 


- 20 -



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.

 

Audited Financial Statements for the years ended September 30, 2012 and 2011.

 

 

Page

 

 

Report of independent registered public accounting firm

F-1

 

 

Balance sheets

F-2

 

 

Statements of operations

F-3

 

 

Statements of stockholders’ equity

F-4

 

 

Statements of cash flows

F-5

 

 

Notes to financial statements

F-6


- 21 -



 

 

Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T   727.421.6268   F   727.674.0511


Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders:

mLight Tech, Inc.


I have audited the balance sheets of mLight Tech, Inc. as of September 30, 2012 and 2011 and the related statement of operations, changes in stockholder’s equity, and cash flows for the periods then ended and from September 3, 2010 (date of inception) through September 30, 2012. These financial statements were the responsibility of the Company’s management.  My responsibility was to express an opinion on these financial statements based on my audits.  


I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement.  The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.  My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were 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, I express no such opinion.  An audit 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.  I believe that my audit provide a reasonable basis for my opinion.


In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of mLight Tech, Inc. as of September 30, 2012 and 2011, and the results of its operations and its cash flows for the periods then ended and from September 3, 2010 (date of inception) through September 30, 2012, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has no revenues from operations, has an accumulated deficit, and negative operating cash flows.  The Company has not emerged from the development stage, and is requiring traditional financing or equity funding to commence its operating plan.  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 were also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Peter Messineo, CPA

Peter Messineo, CPA

Palm Harbor, Florida

December 10, 2012


F-1



mLight Tech, Inc.

(A Development Stage Company)

Balance Sheets


 

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

53

 

$

10,606

 

Total current assets

 

 

53

 

 

10,606

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

53

 

$

10,606

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable

 

$

303

 

$

2,400

 

Accrued expenses

 

 

2,400

 

 

 

Note payable

 

 

1,000

 

 

 

Total liabilities

 

$

3,703

 

$

2,400

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

Capital Stock

 

 

 

 

 

 

 

Authorized:

 

 

 

 

 

 

 

300,000,000 common shares, $0.0001 par value

 

 

 

 

 

 

 

Issued and outstanding:

 

 

 

 

 

 

 

10,200,000 common shares

 

$

1,020

 

$

1,020

 

Additional paid-in capital

 

 

19,980

 

 

19,980

 

Deficit accumulated during the development stage

 

 

(24,650

)

 

(12,794

)

Total Stockholders’ Equity (Deficiency)

 

 

(3,650

)

 

8,206

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

53

 

$

10,606

 


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


F-2



mLight Tech, Inc.

(A Development Stage Company)

Statements of Operations


 

 

Twelve Months
Ended
September 30,
2012

 

Twelve Months
Ended
September 30,
2011

 

For the Period
from Inception
(September 3,
2010) to
September 30,
2012

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

General & Administrative

 

$

7,656

 

$

5,229

 

$

12,985

 

Professional Fees

 

 

4,200

 

 

4,565

 

 

11,665

 

 

 

 

11,856

 

 

9,794

 

 

24,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Income Taxes

 

$

(11,856

)

$

(9,794

)

$

(24,650

)

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(11,856

)

$

(9,794

)

$

(24,650

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(0.0012

)

$

(0.0010

)

$

(0.0025

)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted Average Common shares outstanding

 

 

10,200,000

 

 

9,865,753

 

 

10,002,111

 


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


F-3



mLight Tech, Inc.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficiency)

From September 3, 2010 (Inception) to September 30, 2012


 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

During the

 

 

 

 

 

 

Common Stock

 

Paid-in

 

Development

 

 

 

 

 

 

Shares

 

Amount

 

Capital

 

Stage

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inception - September 3, 2010

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued to Founder for cash at $0.00075 per share (par value $0.0001) on September 3, 2010

 

9,000,000

 

 

900

 

 

8,100

 

 

 

 

9,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

 

 

 

 

 

 

(3,000

)

 

(3,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - September 30, 2010

 

9,000,000

 

 

900

 

 

8,100

 

 

(3,000

)

 

6,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private Placement of 1,200,000 Common Shares ($0.0001 par value) on January 31, 2011 @ $0.01 per share

 

1,200,000

 

 

120

 

 

11,880

 

 

 

 

12,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year ended September 30, 2011

 

 

 

 

 

 

 

(9,794

)

 

(9,794

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - September 30, 2011

 

10,200,000

 

 

1,020

 

 

19,980

 

 

(12,794

)

 

8,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year ended September 30, 2012

 

 

 

 

 

 

 

(11,856

)

 

(11,856

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - September 30, 2012

 

10,200,000

 

 

1,020

 

 

19,980

 

 

(24,650

)

 

(3,650

)


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


F-4



mLight Tech, Inc.

(A Development Stage Company)

Statement of Cash Flows


 

 

Twelve Months
Ended
September 30, 2012

 

Twelve Months
Ended
September 30, 2011

 

For the Period
from Inception
(September 3,
2010) to
September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(11,856

)

$

(9,794

)

$

(24,650

)

 

 

 

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

(2,097

)

 

(500

)

 

303

 

Accrued liabilities

 

 

2,400

 

 

 

 

2,400

 

Increase (decrease) in note payable

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(11,553

)

 

(10,294

)

 

(21,947

)

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Proceeds from note payable

 

 

1,000

 

 

 

 

1,000

 

Capital Stock issued for cash

 

 

 

 

12,000

 

 

21,000

 

Net cash provided by financing activities

 

 

1,000

 

 

12,000

 

 

22,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

 

(10,553

)

 

1,706

 

 

53

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

10,606

 

 

8,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

53

 

$

10,606

 

$

53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

 

$

 

$

 

Income taxes

 

$

 

$

 

$

 


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


F-5



mLight Tech, Inc.

(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS

(September 30, 2012)


NOTE 1.

GENERAL ORGANIZATION AND BUSINESS

 

mLight Tech Inc. (the “Company”), a Florida corporation, will provide software solutions that simplify the management of networked personal computers. mLight plans to develop products to automate network inventory and reporting, diagramming and documentation, problem identification and resolution, and compliance.


The Company was incorporated on September 3, 2010 (Date of Inception) with its corporate headquarters located in Coral Springs, Florida and its year-end is September 30.


NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

Accounting Basis

 

The Company is a development stage entity in accordance with  ASC 915, Development Stage Entities.  We are devoting substantially all our efforts to establishing our business and principal operations have not commenced.


Use of Estimates


The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require 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 financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Cash and Cash Equivalents

 

The Company follows ASC 305-10, Cash and Cash Equivalents, and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  As of September 30, 2012 and 2011 we had no cash equivalents.

 

Earnings (Loss) per Share

 

The Company follows ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

 

Dividends

 

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.


Fair Value of Financial Instruments

 

The Company follows ASC 820, “Fair Value Measurements and Disclosures”.  The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


F-6



mLight Tech, Inc.

(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS

(September 30, 2012)


 

·

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

 

 

 

·

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

 

 

 

·

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.


Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.


Deferred Income Taxes and Valuation Allowance

 

The Company accounts for income taxes under ASC 740 “Income Taxes.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities 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 the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized as of September 30, 2012 or 2011, respectively.


Share-based Expenses.


ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities.  The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists.  A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies.  If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity the Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.”  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  There have been no shares issued as compensation to date.


Advertising

 

The Company will expense advertising as incurred.  No advertising costs were incurred for the years ending September 30, 2012 and 2011.


Revenue Recognition


The company follows ASC 605, Revenue Recognition, and recognizes revenue when it is realized or realizable and estimable.  The Company has yet to commence principal operations.  Major revenue activities are expected to be generated from the sale of software solutions and integrated applications for network management.


F-7



mLight Tech, Inc.

(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS

(September 30, 2012)


Related Parties


The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  There were no related party transactions for the years ended September 30, 2012 and 2011.


Commitments and Contingencies


The Company follows ASC 450-20, Loss Contingencies,  to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.


NOTE 3.

GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the periods September 30, 2012 and 2011 the Company has net losses of $11,856 and $9,784, respectively.  Cumulative net losses since inception are $24,650.


The Company has negative operating cash flows of ($11,553) and ($10,294) for the years ended September 30, 2012 and 2011, and  negative cumulative operating cash flows of ($21,947).  As of September 30, 2012, the Company has not emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.


NOTE 4.

RECENTLY IMPLEMENTED STANDARDS


From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.


In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.  This newly issued accounting standard simplifies how an entity tests indefinite-lived intangible assets by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test.  The more likely than not threshold is defined as having a likelihood of more than 50 percent.  This ASU is effective for annual and interim impairment tests for fiscal years beginning after September 15, 2012. As the objective is to reduce the cost and complexity of impairment testing, adoption of this standard is not expected to impact our financial position or results of operations.


In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. These ASUs are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As these accounting standards do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income, the adoption of these standards is not expected to have an impact on our financial position or results of operations.


F-8



mLight Tech, Inc.

(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS

(September 30, 2012)


In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This newly issued accounting standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this accounting standard only requires enhanced disclosure, the adoption of this standard is not expected to have an impact our financial position or results of operations.


In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented.


In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (level 3)  inputs. This ASU is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard did not have a material impact on our financial position or results of operations.


Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.


NOTE 5.

STOCKHOLDERS’ EQUITY

 

Common Stock

 

On September 3, 2010, the Company issued 9,000,000 of its $0.0001 par value common stock at $0.0001 per share for $9,000 cash to the founder of the Company. The issuance of the shares was made to the sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.


On January 31, 2011, the Company issued 1,200,000 common shares at $0.01 per share yielding net proceeds of $12,000.

 

There are 300,000,000 Common Shares at $0.0001 par value authorized with 10,200,000 shares and 9,000,000 shares issued and outstanding at September 30, 2012 and 2011, respectively.

 

NOTE 6.

RELATED PARTY TRANSACTIONS


There were no related party transactions in the years ended September 30, 2012 and 2011.

 

NOTE 7.

NOTE PAYABLE


In September 2012, the company issued a note payable in the amount of $1,000 to an unrelated party. The note accrues interest at 5% and is due on September 10, 2013. The current portion due as of September 30, 2012 is $1,000.


F-9



mLight Tech, Inc.

(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS

(September 30, 2012)


NOTE 8.

INCOME TAXES

 

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  As of September 30, 2012 the Company incurred losses of $24,650, resulting in a net operating loss for income tax purposes.  The loss results in deferred tax assets of approximately $8,400 at the effective statutory rates.  The deferred tax asset has been off-set by an equal valuation allowance.


NOTE 9.

COMMITMENTS AND CONTINGENCIES


The Company has no commitments and contingencies to include no employment contract with its officer and sole director.


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 10.

SUBSEQUENT EVENTS


The Company has performed an evaluation of events occurring subsequent to the period end through the issuance date of this report.  Based on our evaluation no events have occurred that need to be disclosed.


F-10