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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)


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


For the quarterly period ended December 31, 2012


or


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


For the transition period from __________________ to __________________


Commission File Number:  333-169805


mLight Tech, Inc.

(Exact name of registrant as specified in its charter)


Florida

 

27-3436055

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)


Edward Sanders

9694 Royal Palm Blvd

Coral Springs, FL 33065

         954-856-5718         

(Registrant’s telephone number, including area code)


Not Applicable

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [   ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]  No [   ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


 

Large accelerated filer

[   ]

Accelerated filer

[   ]

 

Non-accelerated filer

[   ]

Smaller reporting company

[X]

 

(Do not check if smaller reporting company)

 

 


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


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 10,200,000 shares of common stock are issued and outstanding as of January 23, 2013.




TABLE OF CONTENTS


 

 

Page
No.

PART I – FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

 

 

Balance Sheets

3

 

Statement of Operations

4

 

Statements of Stockholders’ Deficit

5

 

Statement of Cash Flows

6

 

Notes to Financial Statements (unaudited)

7

 

 

 

Item 2.

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

11

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

11

 

 

 

Item 4.

Controls and Procedures.

11

 

 

 

PART II – OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings.

13

 

 

 

Item 1A.

Risk Factors.

13

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

13

 

 

 

Item 3.

Defaults Upon Senior Securities.

13

 

 

 

Item 4.

Mine Safety Disclosures.

13

 

 

 

Item 5.

Other Information.

13

 

 

 

Item 6.

Exhibits.

13


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION


Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.


OTHER PERTINENT INFORMATION


When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to mLight Tech, Inc., a Florida corporation.


- 2 -



PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.


mLight Tech, Inc.

(A Development Stage Company)

Balance Sheets


 

 

December 31,

 

September 30,

 

 

 

2012

 

2012

 

 

 

(unaudited)

 

(audited)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

602

 

$

53

 

Total current assets

 

 

602

 

 

53

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

602

 

$

53

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable

 

$

3,984

 

$

303

 

Accrued expenses

 

 

600

 

 

2,400

 

Note payable

 

 

2,000

 

 

1,000

 

Total liabilities

 

$

6,584

 

$

3,703

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(26,982

)

 

(24,650

)

Total Stockholders’ Equity (Deficiency)

 

 

(5,982

)

 

(3,650

)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

602

 

$

53

 


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


- 3 -



mLight Tech, Inc.

(A Development Stage Company)

Statements of Operations

For the three month periods ended December 31, 2012 and 2011

and the period September 3, 2010 (inception) to December 31, 2012

(unaudited)


 

 

Three Months
Ended
December 31,
2012

 

Three Months
Ended
December 31,
2011

 

For the Period
from Inception
(September 3,
2010) to
December 31,
2012

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

General & Administrative

 

$

1,732

 

$

1,096

 

$

14,717

 

Professional Fees

 

 

600

 

 

600

 

 

12,265

 

 

 

 

2,332

 

 

1,696

 

 

26,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Income Taxes

 

$

(2,332

)

$

(1,696

)

$

(26,982

)

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(2,332

)

$

(1,696

)

$

(26,982

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(0.0002

)

$

(0.0002

)

$

(0.0027

)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted Average Common shares outstanding

 

 

10,200,000

 

 

10,200,000

 

 

10,023,529

 


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


- 4 -



mLight Tech, Inc.

(A Development Stage Company)

Statements of Stockholders’ Deficit

For the period September 3, 2010 (inception) to December 31, 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

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period ended December 31, 2012

 

 

 

 

 

 

 

(2,332

)

 

(2,332

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2012

 

10,200,000

 

 

1,020

 

 

19,980

 

 

(26,982

)

 

(5,982

)


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


- 5 -



mLight Tech, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the three month periods ended December 31, 2012 and 2011

and the period September 3, 2010 (inception) to December 31, 2012

(unaudited)


 

 

Three Months
Ended
December 31, 2012

 

Three Months
Ended
December 31, 2011

 

For the Period
from Inception
(September 3,
2010) to
December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(2,332

)

$

(1,696

)

$

(26,982

)

 

 

 

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

3,681

 

 

(704

)

 

3,984

 

Accrued liabilities

 

 

(1,800

)

 

 

 

600

 

Net cash used in operating activities

 

 

(451

)

 

(2,400

)

 

(22,398

)

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Proceeds from note payable

 

 

1,000

 

 

 

 

2,000

 

Capital Stock issued for cash

 

 

 

 

 

 

21,000

 

Net cash provided by financing activities

 

 

1,000

 

 

 

 

23,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

 

549

 

 

(2,400

)

 

602

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

53

 

 

10,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

602

 

$

8,206

 

$

602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

 

$

 

$

 

Income taxes

 

$

 

$

 

$

 


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


- 6 -



mLight Tech, Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(December 31, 2012)

(unaudited)


NOTE 1.  GENERAL ORGANIZATION AND BUSINESS


mLight Tech, Inc. is a development stage company, incorporated in the State of Florida on September 3, 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.


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.


Through December 31, 2012 the Company was in the development stage and has not carried on any significant operations and has generated minimal revenues. The Company has incurred losses since inception aggregating $26,982. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES


Accounting Basis


The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification.  The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities.


The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such statements are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended September 30, 2012 and notes thereto and other pertinent information contained in our Form S-1/A the Company has filed with the Securities and Exchange Commission.


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.  These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.


The results of operations for the three-month period ending December 31, 2012 are not necessarily indicative of the results for the full fiscal year ending September 30, 2013.


- 7 -



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.  There were no cash equivalents as of December 30, 2012 and 2011, respectively.


Earnings (Loss) per Share


The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.  As of December 31, 2012 and 2011, there were no common stock equivalents or options outstanding.


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.


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 December 31, 2012 or 2011, respectively.


Advertising


No advertising costs were incurred for the periods ending December 31, 2012 and 2011.


Revenue and Cost 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.


Property


The company does not own any real estate or other properties. The company’s office is located 9694 Royal Palm Blvd, Coral Springs, FL 33065. Our contact number is 954-856-5718. The business office is located at the home of Ed Sanders, the CEO of the company at no charge to the company.


Share-based Expenses.


ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options,  and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).  


- 8 -



The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of 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 were no share-based expenses for the periods ending December 31, 2012 and 2011.


Financial Instruments


The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.


ASC 820, “Fair Value Measurements and Disclosures”,  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:


 

·

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 December 31, 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.


NOTE 3.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.


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.


NOTE 4.  NOTES PAYABLE


In September 2012, the company issued a note payable in the amount of $1,000 to an unrelated party.  In October 2012, the company issued a second note payable also in the amount of $1,000 and to the same unrelated party.  The notes accrue interest at 5% and are due one year from issuance.  The current portion due as of December 31, 2012 is $2,000.


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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, 2012, 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.  SUBSEQUENT EVENTS


Management has evaluated subsequent events through the date these financial statements were issued.  Based on our evaluation no events have occurred that require disclosure.


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ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


Overview


mLight Tech, Inc. is a development stage company and was incorporated in Florida on September 3, 2010, to offer small and medium sized businesses products and services that reduce invoicing expenses, speed receipt of monies, and allow authorization and recovery of paper drafts. It has no operations and in accordance with ASC 915 is considered to be in the development stage.


Results of Operations


The following discussion should be read in conjunction with the condensed financial statements and segment data and in conjunction with the Company’s S-1 registration statement. Results or interim periods may not be indicative of results for the full year.


In the first quarter of fiscal year 2013, the Company commenced the product development and prototype.  In the prior quarter, the Company finished up the business and financial plan.


Three months ended December 31, 2012 compared to the three months ended December 31 2011.


The Company did not generate any revenue during the three months ended December 31, 2012.


Total expenses for the three (3) months ending December 31, 2012 were $2,332 resulting in an operating loss for the period of $2,332. Basic net loss per share amounting to $.0002 for the three (3) months ending December 31, 2012.


General and Administrative expenses consisted primarily of SEC reporting and filing fees for the three (3) months ending December 31, 2012 and were $1,732.  Professional fees were $600.


Liquidity and Capital Resources


At December 31, 2012 we had a working capital deficit of $5,982 consisting of cash on hand of $602 and current liabilities of $6,584 as compared to a working capital deficit of $3,650 at September 30, 2012 and cash of $53 and current liabilities of $3,703.


Net cash used in operating activities for the three months ended December 31, 2012 was $451 as compared to $2,400 for the three months ended December 31, 2011.


Off-balance Sheet Arrangements

 

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


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not applicable to a smaller reporting company.


ITEM 4.  CONTROLS AND PROCEDURES


Management’s Report On Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:


 

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;


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·

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 December 31, 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 December 31, 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.


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 December 31, 2013. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 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.


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PART II – OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.


None.


ITEM 1A.  RISK FACTORS.


Not applicable to a smaller reporting company.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.  MINE SAFETY DISCLOSURES.


Not applicable.


ITEM 5.  OTHER INFORMATION.


None.


ITEM 6.  EXHIBITS.


23.1

Consent of Independent Registered Public Accounting Firm

 

 

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

 

 

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

 

 

32.1

Section 1350 Certification of principal executive officer and principal financial and accounting officer

 

 

101 *

Interactive Data Files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.


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


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.

 

 

 

January 24, 2013

By:

/s/ Ed Sanders

 

 

Ed Sanders
President, Secretary, Treasurer,
Principal Executive Officer,
Principal Financial and Accounting Officer and Sole Director


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