Migom Global Corp. - Annual Report: 2018 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 333-216086
ALFACOURSE INC.
(Exact name of registrant as specified in its charter)
NEVADA
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7812
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61-1787148
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Number)
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(IRS Employer
Identification Number)
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Oleg Jitov
President/Secretary
22 The Cedar Cruagh Wood
Stepaside, Dublin 18, Ireland
Phone: 941-363-6663
Fax: 941-315-8942
E-mail: alfacourse@mail.com
Website : alfacourse.com
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for shorter period that the registrant as 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]
As of March __, 2019, the registrant had 7,315,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of December 31, 2018.
Table of Contents
PART I
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Item 1.
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Description of Business
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3
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Item 1A.
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Risk Factors
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6
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Item 1B.
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Unresolved Staff Comments
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6
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Item 2.
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Properties
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6
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Item 3.
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Legal Proceedings
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6
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Item 4.
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Mine Safety Disclosures
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7
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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7
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Item 6.
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Selected Financial Data
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7
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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7
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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10
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Item 8.
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Financial Statements and Supplementary Data
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11
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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24
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Item 9A.
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Controls and Procedures
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24
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Item 9B.
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Other Information
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24
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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24
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Item 11.
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Executive Compensation
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26
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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26
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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26
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Item 14.
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Principal Accounting Fees and Services
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26
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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27
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SIGNATURES
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27
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2
PART I
Item 1. Description of Business
Forward Looking Statements
This annual report contains forward-looking statements. These statements relate to future events or our future financial
performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements
be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results
of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
General
Alfacourse Inc. was incorporated in the State of Nevada on February 29, 2016. Our offices are located at 22 The Cedar,
Cruagh Wood, Stepaside, Dublin 18, Ireland.
We are a company with limited earnings to date and nominal operations and assets with a focus on early-stage business
activities such as proof of concept development, acquiring new customer and promoting our video editing services. Since incorporation, management has developed a detailed business plan to provide customers with unique and innovative solution for
their needs.
Products/Services
Description of Product or Services
Alfacourse Inc. is specializing in providing video editing services to professional video production companies and
private end consumers.
The company is using the latest technology to achieve a level of quality previously reserved for only the most expensive
video production companies and private consumers. Our President has extensive industry experience and technical and creative expertise.
Our plans are to provide video editing services using new UHD (Ultra-High Definition) 4K and 8K technologies as the
market demand for UHD video continues to grow. We believe this will substantially improve our position in the video production and editing market. To secure a market segment, the company is working to determine trends in the industry, the needs
of the customer, and come up with new creative ways to address those needs. Our services geared towards several work streams, including television stations, animation and multimedia companies.
Our primary business is video editing services. Every video project divided into three parts: pre-production,
production, and post-production. During pre-production, customer describes the business need and the purpose. We plan, design, and develop the process of video editing. Production is the part of the project in which we collect and create all of
the raw material that we will need to produce your multi-media project. This might include videotaping material in a one, two, or three camera shoot, producing 2-D or 3-D motion graphics. Post-production is where everything is pulled together
into a rough-cut of the product. We make changes to accommodate customer preferences and desires during the post-production stage of the project.
Below is a list of services the company will provide:
1. |
Postproduction video editing
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2. |
Inserts for live shows
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3. |
Web videos
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4. |
Corporate videos
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5. |
Presentation videos
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6. |
Promotional Video Production and Video Marketing
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7. |
Full range of post-production services
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3
Target Market and Clients/potential Clients
Alfacourse Inc. will provide video editing and full range of post-production services to its target markets.
The target markets have been identified as:
1. |
Media & Entertainment companies
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a. |
TV commercials
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b. |
Broadcast programs
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c. |
Music videos
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d. |
Documentaries
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e. |
TV drama
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f. |
Short films
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g. |
Feature films
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2. |
Video production companies
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3. |
Animation and Multimedia companies
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4. |
Corporate customers
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5. |
YouTube commercial publishers
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6. |
Private consumers
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Source of revenue
We have identified three main marketing client groups associated with the various streams of revenue:
Source #1 – The End Client
Our main source of revenue is the end client.
The end client is the company or individual that requires direct services of Alfacourse.
The End Client scenario expected to make up 75% of our total revenue.
Source #2 – Creative Agencies
In this scenario, the End Client hires the agency who in turn hires us to provide video services for a larger project.
The money flows from the End Client to the Creative Agency and then to Alfacourse.
In the corporate video arena, there are marketing, PR, advertising, interactive and website design agencies that develop
projects for End Clients that will need to outsource professional video services.
In the wedding video arena, an agency might be a chapel or large wedding coordination company that provides turn-key
services to brides and their families.
Creative agencies should make up about 18% of the revenues we generate for your video business.
Source #3 – Other Videographers and/or Producers
The Company plans to form strategic alliances with clients who require a freelancer to cover various events for them. We
will also develop strategic alliances with video production companies and work with them as a sub-contractor.
The other videographers and producers segment is expected to generate 7% of the total revenue.
Marketing Strategy
We plan to market our services through diverse channels including radio, print advertising, and television. These
channels are initially most appropriate because we are seeking to quickly gain industry recognition. Another element of distribution is our plan to work with established video production companies. This will provide access to their distribution
channels and reduce our marketing costs. Our customer is defined as any organization or individual that has a need for any video editing services we provide.
4
Our target customers are:
•
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Television stations
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•
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Video production companies
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•
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Movie directors and producers
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•
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Corporations
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•
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Medium and small size businesses
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•
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Public and Social Event Organizers
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•
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Private consumers
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Our marketing strategy is diverse and will include a range of promotional communications:
1. Professional networking
Alliances with video companies that have industry credibility, presence, and distribution is a key to our strategy.
Attending meetings and seminars at the Professional Videographers Association, Association of Video Professional, Digital
Video Professionals Association and other video association’s events will increase our visibility in the market.
2. Online marketing.
In order to attract customers and promote products, our Company has created the website www.Alfacourse.com.
We will also market through online advertisements.
For online and website advertising we will use the following methods:
•
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Link our site to free web directories
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•
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Use shared online advertisement facilities
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•
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Advertise through classified ads and blogs
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•
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Add our website address to the relevant search engines
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3. Presentations for existing and
potential customers.
We will organize onsite presentations for perspective clients with sample demonstrations
4. Free services for community and
charity events
5. Traditional advertising
We will advertise through local and global classified ads and social networking.
Competition and Competitive Strategy
There are many video production and editing companies in the market.
We expect to compete as a freelance video production company in the Media & Entertainment industry.
Currently, our competitive position within the industry is negligible in light of the fact that we have just recently
started our operations.
Out competitive advantages are:
•
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Expertise
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•
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Performance
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•
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Flexibility
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•
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Price
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5
Sources and Availability of Products and Supplies
We do not depend on any suppliers or specific products.
Dependence on One or a Few Major Customers
The company targets broad customer base and do not plan to depend on a few major customers.
Patent, Trademark, License & Franchise Restrictions and Contractual
Obligations & Concessions
There are no inherent factors or circumstances associated with this industry, or any of the products or services that we
expect to be providing that would give rise to any patent, trademark or license infringements or violations. We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions.
Out web domain and IP address as well as company information will be protected by our domain host.
We do not own, either legally or beneficially, any patents or trademarks.
Governmental and Industry Regulations
We will be subject to federal and state laws and regulations that relate directly or indirectly to our operations
including federal securities laws. We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.
Research and Development Activities and Costs
We are capitalizing on prior scientific research and development that was done by our President and Director and have not
yet spent any money on R&D. Once this offering is completed we will have resource to continue our R&D program.
Compliance with Environmental Laws
Our operations are not subject to any environmental laws.
Facilities
We do not own or rent facilities of any kind. We conduct our operations from the facilities that our President provides
to us free of charge.
Employees
We have only commenced limited operations and currently have no employees other than managing officers. Our President
Mr. Jitov spends approximately fifteen hours a week on our business to sustain company’s operations.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
We do not own any real estate or other properties.
Item 3. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving
us or our properties. As of the date of this Year-End Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any
other legal proceedings pending or that have been threatened against us or our properties.
6
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
There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at
this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure
you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.
Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other
listing requirements of a regional or national stock exchange.
As of December 31, 2018, no shares of our common stock have traded.
Number of Holders
As of December 31, 2018, the 7,315,000 issued and outstanding shares of common stock were held by a total of 30
shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended December 31, 2018. We have not
paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.
Other Stockholder Matters
None.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with
our consolidated financial statements and the related notes and other financial information included elsewhere in this Prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this Prospectus,
including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Prospectus for a
discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
7
Our cash balance was $6,139 as of December 31, 2018. We believe our cash balance is not sufficient to fund our limited
levels of operations for any period of time. We have been utilizing funds received from our President and Director from the purchase of shares. He has no commitment, arrangement or legal obligation to advance or loan funds to the company. In
order to implement our plan of operations for the next twelve month period, we require a minimum of $25,000 (approximately $15,000 of which are legal and registration fees for a public company) of funding from this offering. Being a development
stage company, we have very limited operating history. After twelve months period we may need additional financing, for which we currently don’t have any arrangements. Our office is located at 22 The Cedar Cruagh Wood, Stepaside, Dublin 18,
Ireland. Our phone number is 941-363-6663.
Our independent registered public accountant has issued a going concern opinion. This means that there is substantial
doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. For the year ended December 31, 2018 we have generated revenues of $5,875; no significant additional revenue is
anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise
enough money through this offering to expand our proposed operations, however there is no guarantee that we will stay in business after doing so. At the present time, we have not made any arrangements to raise additional cash, other than through
this offering.
We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and
nonbinding stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to
private companies. We are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
Activities to Date
A substantial portion of our activities to date focused on becoming a reporting public company to raise more capital to
finance our business activities. Our President has also developed Plan of Operations. We have established the company office and provided information session and consulting about our services to one prospective customer.
Plan of Operations
We expect that working capital requirements will continue to be funded through a combination of our existing funds and
further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to
fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In
connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii)
marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements.
Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be
available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and
materially restrict our business operations.
8
Off Balance Sheet Arrangements
We have no 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.
Material Commitments
As of the date of this Annual Report, we do not have any material commitments.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment during the next twelve months.
Results
of Operations for the year ended December 31, 2018 and 2017
For fiscal year ended December 31, 2018, we
have generated revenue of $5,875 compared with $5,820 for the year ended December 31, 2017.
For fiscal year ended December 31, 2018, our
operating expenses were comprised of professional fees of $21,148 and general and administrative expenses of $14,014, as compared to $5,621 of professional
fees and $3,064 in general and administrative expenses for year ended December 31, 2017.
The increase of $26,477 in operating expenses was primarily due to registration fee and higher professional services fees which includes auditor fees, transfer agent fees and legal fees.
Liquidity and Capital Resources
As of December 31, 2018, the Company had $6,139 cash and current liabilities of $7,473 as compared with $31,643 of cash
and $4,980 of current liabilities as of December 31, 2017. The net operating capital of the Company is not sufficient for the Company to remain operational in a short term.
For the years ended December 31, 2018, we have cash flows used in operating activities of $25,255 as compared to $4,687 for the same period in 2017 as we have incurred and paid more expenses.
We used cash in financing activities of $250
to repay our related party for the years ended December 31, 2018, while we
generated cash flow from financing activities of $25,650 which included
proceeds from common shares issuance of $23,150 and related party advances of $2,500 for the same period in 2017.
We had no cash flows from investing
activities for the years ended December 31, 2018, while we used cash in
investing activities of $3,240 to purchase tools and equipment for the same period in 2017.
Since inception, we have sold 5,000,000 shares of common stocks to our president and director, at a price of $0.001 per
share and 2,315,000 shares of common stock to our investors at a price of $0.01 per share for the aggregated proceeds of $28,150. Our president and director also provided $3,224 long term loan to the company (non interest bearing with no fixed
term of repayment).
We are attempting to raise funds to proceed with our plan of operation. Our current cash on hand will be used to pay the
fees and expenses of this offering. We will have to utilize funds from our sole officer and director. However, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We cannot guarantee that we will
be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. In the long term we may need
additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and
initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on
terms that will be acceptable to us.
9
Going Concern Consideration
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an
on-going business for the next twelve months unless we obtain additional capital. The Company’s cash position may not be sufficient to support its daily operations. No substantial revenues are anticipated until we have completed the financing
from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. If we sell at least 25% of the shares
in the offering we believe that we will have the resources to operate for the next 12 months, including for the costs associated with becoming a publicly reporting company. The company anticipates over the next 12 months the cost of being a
reporting public company will be approximately $15,000.
Limited
operating history and need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in
start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited
capital resources and possible cost overruns due to price and cost increases in services and products.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
10
Item 8. Financial Statements and Supplementary Data
Alfacourse Inc.
December 31, 2018
Index to the Financial Statements
Report of Independent Registered Public Accounting Firm
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12
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Balance Sheets at December 31, 2018 and 2017
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13
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Statements of Operations For The Year Ended December 31, 2018 and 2017
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14
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Statements of Cash Flows For The Year ended December 31, 2018 and 2017
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15
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Statement of Shareholder's Equity For The Year Ended December 31, 2018
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16
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Notes to the financial statements
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17
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11
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Alfacourse Inc.
We have audited the accompanying balance sheets of Alfacourse Inc. (the “Company”) as of December 31, 2017 and the
related statements of operations, stockholder’s equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of Alfacourse Inc. as of December 31, 2017 and the related statements of operations, stockholder’s equity, and cash flows for the year then ended, in conformity 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 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Thayer O’Neal Company LLC
|
Sugar Land, Texas
March 29, 2019
12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of
Directors and Stockholders of
Alfacourse Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Alfacourse Inc.(the Company) as of December 31, 2018, and the related
statements of operations, stockholders’ equity, and cash flows for the year in the period endedDecember 31, 2018, and the related notes (collectively referred to as the financial statements). The financial statements of the Company as of December
31, 2017, were audited by other auditors whose report dated April 9, 2018, expressed an unqualified opinion on those statementsincluded an explanatory paragraph regarding going concern on the Company.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as ofDecember 31, 2018, and the results of its operations and its cash flows for the year in the periodended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph Regarding Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company had incurred losses since inception with limited operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these
matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ JLKZ CPA LLP
We have served as the Company’s auditor since 2018
Flushing, New York
April 1, 2019
13
Alfacourse Inc.
Balance Sheets
As of December 31, 2018 and 2017
December 31, 2018
|
December 31, 2017
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash & Cash Equivalents
|
$
|
6,139
|
$
|
31,643
|
||||
Total Current Assets
|
6,139
|
31,643
|
||||||
Fixed Assets
|
||||||||
Computer Equipment, net
|
1,240
|
2,860
|
||||||
Total Assets
|
$
|
7,379
|
$
|
34,503
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
$
|
4,250
|
$
|
798
|
||||
Due to Related Party
|
3,224
|
3,474
|
||||||
Income Tax Payable
|
-
|
798
|
||||||
Total Current Liabilities
|
7,474
|
4,980
|
||||||
Total Liabilities
|
7,474
|
4,980
|
||||||
Stockholders’ Equity
|
||||||||
Common Stock, $0.001 par value, 75,000,000 shares authorized,
|
||||||||
7,315,000 shares issued and outstanding, respectively
|
7,315
|
7,315
|
||||||
Additional Paid-In Capital
|
20,835
|
20,835
|
||||||
Retained Earnings (Deficit)
|
(28,245
|
)
|
1,373
|
|||||
Total Stockholders’ Equity
|
(95
|
)
|
29,523
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
7,379
|
$
|
34,503
|
The accompanying notes are an integral part of these condensed financial statements.
14
Alfacourse Inc.
Statements of Operations
For the Years Ended December 31,
2018 and 2017
December 31, 2018
|
December 31, 2017
|
|||||||
REVENUE
|
||||||||
$
|
5,875
|
$
|
5,820
|
|||||
EXPENSES
|
||||||||
General and Administrative
|
14,014
|
3,064
|
||||||
Professional
|
21,148
|
5,621
|
||||||
Total Expenses
|
35,162
|
8,685
|
||||||
Loss from Operations
|
(29,287
|
)
|
(2,865
|
)
|
||||
Income Tax Expense
|
(331
|
)
|
(974
|
)
|
||||
NET INCOME AFTER TAX
|
$
|
(29,618
|
)
|
$
|
(1,891
|
)
|
||
Basic and Diluted Net Loss per Common Share
|
$
|
0.00
|
$
|
0.00
|
||||
Weighted-Average Number of Common Shares Outstanding
|
7,315,000
|
7,315,000
|
The accompanying notes are an integral part of these condensed financial statements.
15
Alfacourse Inc.
Statements of Cash Flows
For The Years Ended December 31,
2018 and 2017
December 31, 2018
|
December 31, 2017
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITES
|
||||||||
Net Loss
|
$
|
(29,618
|
)
|
$
|
(1,891
|
)
|
||
Adjustment to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
||||||||
Depreciation Expense
|
1,620
|
380
|
||||||
Changes in Operating Assets and Liabilities:
|
||||||||
Accounts Payable
|
3,451
|
(2,202
|
)
|
|||||
Income Tax Payable
|
(707
|
)
|
(974
|
)
|
||||
Net Cash from Operating Activities
|
(25,254
|
)
|
(4,687
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Equipment Purchase
|
-
|
(3,240
|
)
|
|||||
Net Cash Used in Investing Activities
|
-
|
(3,240
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from
(Repayment to) related party
|
(250
|
)
|
2,500
|
|||||
Proceeds from Sale of Common shares
|
-
|
23,150
|
||||||
Net Cash Provided by Financing Activities
|
(250 |
) |
25,650
|
|||||
Net Increase (Decrease) in Cash
|
(25,504
|
)
|
17,723
|
|||||
Cash, Beginning of Period
|
31,643
|
13,920
|
||||||
Cash, End of Period
|
$
|
6,139
|
$
|
31,643
|
||||
Supplemental Disclosure of Cash Flow Information
|
||||||||
Cash Paid for:
|
||||||||
Interest
|
-
|
-
|
||||||
Income Taxes
|
$
|
331
|
-
|
The accompanying notes are an integral part of these condensed financial statements.
16
Alfacourse Inc.
Statements of Stockholders Equity
For the Years Ended December 31,
2018 and 2017
Common
Stock
|
Amount
|
Additional
Paid-in
Capital
|
Retained
Earnings
(Accumulated
Deficit)
|
Equity
|
||||||||||||||||
Balance, December 31, 2016
|
5,000,000
|
$
|
5,000
|
$
|
-
|
$
|
3,264
|
$
|
8,264
|
|||||||||||
Issuance of Common Shares for Cash
|
2,315,000
|
2,315
|
20,835
|
-
|
23,150
|
|||||||||||||||
Net Income (Loss)
|
-
|
-
|
-
|
(1,891
|
)
|
(1,891
|
)
|
|||||||||||||
Balance, December 31, 2017
|
7,315,000
|
$
|
7,315
|
$
|
20,835
|
1,373
|
$
|
29,523
|
||||||||||||
Issuance of Common Shares for Cash
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Net Income (Loss)
|
-
|
-
|
-
|
(29,618
|
)
|
(29,618
|
)
|
|||||||||||||
Balance, December 31, 2018
|
7,315,000
|
$
|
7,315
|
$
|
20,835
|
$
|
(28,245
|
)
|
$
|
(95
|
)
|
The accompanying notes are an integral part of these condensed financial statements.
17
Alfacourse Inc.
December 31, 2018
Notes to the Financial Statements
Note 1 - Organization and Operations
Alfacourse Inc. (the “Company”) was incorporated on February 29, 2016 under the laws of the State of Nevada. The Company
offering video editing services to its customers with unique and innovative video editing solutions for their needs.
Note 2 - Significant and Critical Accounting Policies and Practices
The Management of the Company is responsible
for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the
Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s
significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”).
Development Stage
Company
The Company is a development stage company
as defined in ASC 915 “Development Stage Entities.”. The Company is 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 Company has elected to adopt
application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information
and other remaining disclosure requirements of Topic 915.
Use of Estimates and
Assumptions and Critical Accounting Estimates and Assumptions
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(s) of the financial statements and the reported amounts of
revenues and expenses during the reporting period(s).
Critical accounting estimates are estimates
for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on
financial condition or operating performance is material. The Company’s critical accounting estimate(s) and assumption(s) affecting the financial statements was (were):
(i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which
contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
(ii) Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net
deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits
of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to
support its daily operations by way of a public or private offering, among other factors.
18
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are
uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in
relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently
available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
Fair Value
Measurements
The Company adopted the provisions of ASC
Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain
financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
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, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be
used to measure fair value:
Level 1 — quoted prices in active markets
for identical assets or liabilities
Level 2 — quoted prices for similar assets
and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable
(for example cash flow modeling inputs based on assumptions)
The carrying amounts of the Company’s
financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.
Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be
cash equivalents.
Property, Plant and
Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation on property,
plant and equipment is calculated on the straight-line method after taking into account their respective estimated residual values over the estimated useful lives of the assets as follows:
Tools and equipment 2 years
Maintenance and repair costs are expensed as incurred, whereas significant renewals and betterments are capitalized.
Related Parties
The Company follows subtopic 850-10 of the
FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
19
Pursuant to Section 850-10-20 the related
parties include (a) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with
such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value
Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of
management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an
extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an
ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include
disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation
of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no
amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the
dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to
related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitment and
Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such
contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings,
the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of
the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is
probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the
guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However,
there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
The Company did not have any commitments or contingencies as of December 31, 2018 and 2017.
Revenue Recognition
In 2014, the FASB issued guidance on
revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606
creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the
contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the
five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any
significant change to its revenue recognition processes.
20
The Company’s video-editing services are
considered to be one performance obligation; therefore, revenue is recognized when services have been provided as each performance obligation is satisfied.
Income Taxes
Income taxes are provided in accordance
with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from
the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
Net Income (Loss) per
Common Share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards
Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by
dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable
through contingent share arrangements, stock options and warrants.
There were no potentially dilutive common shares outstanding for the year ended December 31, 2018.
Cash Flows Reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting,
classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by
paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals
of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports
the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the
reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1
of the FASB Accounting Standards Codification.
Subsequent Events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of
subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial
statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently Issued
Accounting Pronouncements
In February
2016, the FASB issued ASU No. 2016-02, Leases, replacing existing lease accounting guidance. The new standard introduces a lessee model that would require entities to recognize assets and liabilities for most leases, but recognize expenses on
their income statements in a manner similar to current accounting. The ASU does not make fundamental changes to existing lessor accounting. However, it modifies what qualifies as a sales-type and direct financing lease and related accounting
and aligns a number of the underlying principles with those of the new revenue standard, ASU No. 2014-09, such as evaluating how collectability should be considered and determining when profit can be recognized. The guidance eliminates
existing real estate-specific provisions and requires expanded qualitative and quantitative disclosures. The standard requires modified retrospective transition by which it is applied at the beginning of the earliest comparative period
presented in the year of adoption. For the Company, the ASU is effective January 1, 2019. The Company is currently assessing this ASU’s impact on the Company’s consolidated results of operations and financial condition.
21
Management does not believe that any
recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
Note 3 – Going Concern
The financial statements have been prepared assuming that the Company will continue as a going concern, which
contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had a net loss from operations of ($28,245) since inception with limited operations with reported loss of ($29,618) for the years ended December 31, 2018.. These factors raise substantial doubt about the Company’s ability to
continue as a going concern.
Although the Company has recognized some nominal amount of revenues since inception, the Company is devoting
substantially all of its efforts on establishing the business and its planned principal operations have not commenced. The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not
be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that
effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private
offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded
asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 – Property and equipment
Property, Plant and Equipment schedule as follows:
December 31,
2018
|
December 31,
2017
|
|||||||
Tools and Equipment
|
$
|
3,240
|
$
|
3,240
|
||||
Less: Accumulated Depreciation
|
(2,000
|
)
|
(380
|
)
|
||||
Net
|
$
|
1,240
|
$
|
2,860
|
Depreciation expense were $1,620 and $380
for the years ended December 31, 2018 and 2017, respectively
Note 5 – Stockholder's Equity
Shares Authorized
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is
Seventy-Five Million (75,000,000) shares of which Seventy-Five Million (75,000,000) shares shall be Common Stock, par value $0.001 per share.
Common Stock
As of December 31, 2018 and 2017 there were 7,315,000 total shares issued and outstanding..
During the year ended December 31, 2017,
the Company has issued 2,315,000 shares to 29 investors at a price of $0.01 per share for aggregate proceeds of $23,150.
Note 6 – Related Party Transactions
Free Office Space
The Company has been provided office space by its President at no cost. Management determined that such cost is nominal
and did not recognize the rent expense in its financial statement.
22
Advances from Related
Parties
From time to time, the President and
Director of the Company would advance funds to the Company for working capital
purposes. These advances are unsecured, non-interest bearing and due on demand. The outstanding balance was $3,474 as of December 31, 2018.
Issued Shares to
Related Parties
On December 8, 2016, the Company sold 5,000,000 shares of common stock to Oleg Jitov, CEO of the Company at $0.001 per
share, or $5,000 in cash.
Note 7 – Income Taxes
The reconciliation of income tax benefit
(expenses) at the U.S. statutory rate of 21% and 34% for the period ended as follows:
December 31,
2018
|
December 31
2017
|
|||||||
Tax benefit (expenses) at U.S.
statutory rate
|
$
|
5,931 |
$
|
(974
|
)
|
|||
Change in valuation allowance
|
(5,931
|
)
|
||||||
Tax benefit
(expenses), net
|
$
|
-
|
$
|
(974
|
)
|
The tax effects of temporary differences
that give rise to significant portions of the net deferred tax assets are as follows:
December 31,
2018
|
December 31,
2017
|
|||||||
Net operating loss
|
$
|
5,931 |
$
|
-
|
||||
Valuation allowance
|
(5,931
|
)
|
||||||
Deferred tax
assets, net
|
$
|
-
|
$
|
-
|
The tax effects of temporary differences
that give rise to significant portions of the net deferred tax assets are as follows:
December 31,
2018
|
December 31,
2017
|
|||||||
Balance-Beginning
|
$
|
-
|
$
|
1,020
|
||||
Increase/(Decrease) in Valuation
allowance
|
5,931 |
(1,020
|
)
|
|||||
Balance-Ending
|
$
|
5,931 |
$
|
-
|
The Company has accumulated $28,245 of net
operating losses (“NOL”) carried forward to offset future taxable income
On December 22, 2017, the President of the
United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a
transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction
in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets. In addition, net operating losses (NOL) arising after December 31, 2017 can be carryforward indefinitely
while limiting the NOL deduction for a given year to 80% of taxable income.
In assessing the realization of deferred tax
assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on
the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
Note 8 – Subsequent Events
The Company has evaluated all events that occur after the balance sheet date through the date when the financial
statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent event(s) to be disclosed.
23
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2018. Based on
and as of the time of such evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to
ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness
of our internal control over financial reporting as of December 31, 2018, based on the framework in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that
evaluation our management concluded that our internal control over financial reporting was effective as of December 31, 2018. The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Marcum,
LLP, an independent registered public accounting firm, as stated in its attestation report, which is included in Item 8 and is incorporated into this Item 9A by reference.
Changes in Internal Control over Financial Reporting.
No changes in our internal control over financial reporting were identified as having occurred during the quarter ended
December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
No report required.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Name
|
Age
|
Position
|
||
Oleg Jitov
|
53
|
President, Secretary, Chief Executive Officer and member of the Board of Directors.
|
24
Biographical Information and Background of officer and director
Oleg Jitov – President and Director
Oleg Jitov has been our President, Secretary, and a member of the Board of Directors since our inception on February 29,
2016.
Throughout his career, Mr. Jitov has been involved in the video editing, color and sound editing projects.
International Experience:
2012-present
|
Freelance Editor/Colourist.
|
2004-2012
|
Screen Scene Post Production Facilities, Ireland. Online Editor.
|
1999-2004
|
Yard Post Production, Ireland. Online Editor.
|
Mr. Jitov schedule currently allows him to spend up to fifteen hours a week on the operations of our Company. He is
willing to spend more time with the business as it grows. We anticipate him eventually spending about 30 hours a week on matters related to our company’s operations.
The specific experience, qualifications, attributes, and skills in film and video editing and enhancement led to the
appointment of Mr. Jitov as our President.
During the past ten years, Mr. Jitov has not been the subject of any the following events:
1.
|
Any bankruptcy petition filed by or against any business of which either were a general partner or executive
Officer either at the time of the bankruptcy or within two years prior to that time.
|
2.
|
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
|
3.
|
An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Jitov involvement in any type of business, securities or banking activities.
|
4.
|
Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or
the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
|
Audit committee
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe
the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
Significant employees
We have no employees other than our sole director, Oleg Jitov who currently devotes approximately 15 hours per week to
company matters. We intend to hire employees on an as needed basis.
On January 16, 2018 Vladimir Kolossovski resigned as a company Treasurer.
25
Item 11. Executive Compensation
Name and
Principal Position
|
Year
|
Salary
(US$)
|
Bonus
(US$)
|
Stock
Awards
(US$)
|
Option
Awards
(US$)
|
Non-Equity
Incentive Plan Compensation
(US$)
|
Nonqualified
Deferred Compensation Earnings
(US$)
|
All Other Compensation
(US$)
|
Total
(US$)
|
|||||||||||||||||||||||||||
Oleg Jitov
(President)
|
|
2017
|
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
0
|
||||||||||||||||||||||||
Oleg Jitov
(President)
|
|
2018
|
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
0
|
Change of control
As of December 31, 2018, we had no pension plans or compensatory plans or other arrangements that provide compensation in
the event of a termination of employment or a change in our control.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The following table provides certain information regarding the ownership of our common stock, as of December 31, 2018 and
as of the date of the filing of this annual report by:
·
|
Each of our executive officers;
|
·
|
Each director;
|
·
|
Each person known to us to own more than 5% of our outstanding common stock; and
|
·
|
All of our executive officers and directors and as a group.
|
Title of Class
|
Name of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percentage
|
||||
|
|
|
|
|
|||
Common Stock
|
|
Oleg Jitov
(President and Director)
|
|
5,000,000 shares of common stock
|
|
68%
|
The percent of class is based on 7,315,000 shares of common stock issued and outstanding as of the date of this annual
report.
Item 13. Certain Relationships and Related Transactions, and Director Independence
During the year ended December 31, 2018, we had not entered into any transactions with our sole officer or director, or
persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or
1% of the average of our total assets for the last three fiscal years.
Item 14. Principal Accounting Fees and Services
During fiscal year ended December 31, 2018, we incurred in fees to our principal independent accountants for
professional services rendered in connection with the audit and review of our financial statements and tax advisory services. Audit fees incurred during financial year ended December 31, 2017 were $4,523.
26
PART IV
Item 15. Exhibits, Financial Statement Schedules
The following exhibits are filed as part of this Annual Report.
31.1
|
Certification of Chief Executive Officer Certification Pursuant To Section 302 of the Sarbanes-Oxley Act
|
31.2
|
Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350 as Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant Section 906 of the Sarbanes-Oxley Act
|
101 |
Interactive data files pursuant to Rule 405 of Regulation S-T
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
|
ALFACOURSE INC.
|
|
By :
|
/s/ OLEG JITOV
|
|
Oleg Jitov
President and Chief Executive Officer and Chief Financial Officer
|
||
Date
|
April 1, 2019
|
27