UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission file number 333-178883
ALMAH, INC.
(Exact name of registrant as specified in its charter)
Nevada 46-0524102
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Pembroke House, 28-32 Pembroke St Upper
Dublin 2, Ireland N/A
(Address of principal executive offices) (Zip Code)
353-871536401
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None N/A
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
------------------------------
(Title of class)
Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by checkmark whether the registrant has (1) 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 checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 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. [X]
Indicate by checkmark 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 a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: The aggregate market value as determined by the average of bid and ask
closing prices is inapplicable due to the fact that the common shares of our
company have not traded to date.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ] N/A
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 6,030,000 shares of common
stock as of December 27, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). Not Applicable
PART I
FORWARD LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" and the risks set out below, any of which may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. These
risks include, by way of example and not in limitation:
* the uncertainty that we will not be able to successfully identify and
evaluation a suitable business opportunity;
* risks related to the large number of established and well-financed
entities that are actively seeking suitable business opportunities;
* risks related to the failure to successfully management or achieve
growth of a new business opportunity; and
* other risks and uncertainties related to our business strategy.
This list is not an exhaustive list of the factors that may affect any of our
forward-looking statements. These and other factors should be considered
carefully and readers should not place undue reliance on our forward-looking
statements.
Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and we undertake no obligation to
update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common stock" refer to
the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our", and "Almah" mean
Almah, Inc., unless the context clearly requires otherwise.
ITEM 1. BUSINESS
GENERAL
Almah, Inc. was incorporated in the State of Nevada on September 16, 2009. The
Company intends to distribute automobile spare parts online at the Company web
site (www.almahautoparts.com). The website is currently under development.
2
We are a development stage company and have only recently launched operations
and have generated no revenues. Our limited start-up operations have consisted
of the formation of our Company, development of our business plan and
identification of our target market. We have procured our domain name, and our
website is currently under development. Per our business plan we anticipate
sales to begin within three months of the completion of the financing supplied
by our recent offering. Currently our President devotes approximately 20 hours a
week to the business of the Company.
The administrative office of the Company is currently located at the premises of
our President, Joey Power, which he provides to us on a rent free basis at
Pembroke House, 28-32 Pembroke St Upper, Dublin 2, Ireland. We plan to use these
offices until we require larger space. Our fiscal year end is September 30th.
Our auditors have issued a going concern opinion because of the Company's
recurring losses, negative working capital, stockholder's deficit and the
absence of revenue-generating operations. This means that there is substantial
doubt that we can continue as an ongoing business for the next twelve months. As
such we may have to cease operations and you could lose your entire investment.
OUR CURRENT BUSINESS
Our 12-month budget is based on minimum operations which will be completely
funded by our recent offering. We estimate sales to begin in within 180 days
after the completion of this offering. Because our business is customer-driven,
our revenue requirements will be reviewed and adjusted based on sales. The costs
associated with operating as a public company are included in our budget.
Management will be responsible for the preparation of the required documents to
keep the costs to a minimum. We cannot however guarantee that we will have sales
and the amount raised in this offering may not be enough to meet the operating
expenditures of the Company. If we are unable to begin to generate sales revenue
to fund our continuing operations, we may be required to accept loans from our
director, raise additional funding or apply for outside loans in the next 12
months, however we have no plans to do so at this time. In order to be
successful and continue operations we must generate revenue from sales.
PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS
The categories or products we intend to offer include wiper systems, clutches,
shocks, filters, lighting and signaling, climate control, engine cooling,
electrical systems, security and electronics, braking, ignition and heavy duty
parts. We plan to launch a marketing campaign to get our web site exposure which
will direct consumers directly to the website.
Retail information will be available at our website www.almahautoparts.com.
Additionally, to increase awareness, we plan to attend trade shows in Ireland
use search engine optimization ("SEO"), social media, online marketing, ads in
magazines and brochures. The Company's focus will be on providing parts to
trucks, buses, light commercial vehicles, heavy machinery and used European
cars.
We will be dedicated to providing consumers an online ordering process which is
an easy and painless experience. Access to frequently asked questions; simple
part listings and online customer support will make ordering easy and
convenient.
With the convenience of the web, online shopping has become not only secure but
perhaps the most convenient way to reach consumers who can peruse websites in
the comfort of their home or place of business. Customers will be able to log in
prepare and save their orders in case they are pressed for time or want to
verify something that is required to complete their order.
Once the site is fully operational, we will quickly move on to building a
customer service team and developing the interactive web experience that we
believe will come to define the Company's dedication to customer ease and
convenience.
3
VALEO SERVICE EXPORT AGREEMENT
On June 8, 2011, Almah entered into a supply agreement (the "VALE Agreement")
with Valeo Service Export ("VALE"), a leading aftermarket component supplier
headquartered in Saint-Denis, France, which was amended by agreement of the
parties on February 16, 2012. Under the Vale Agreement, VALE appointed Almah to
solicit orders for all products available for purchase from the VALE website.
All products supplied by VALE will be made available to Almah on terms
negotiated each year and at prices determined based on order size and market
conditions. Almah is required to purchase a minimum of $5,000.00 of the product
per year.
Almah intends to market the products in Ireland, the United Kingdom and other
European territories. These territories can be extended or reduced if both
parties agree.
Per the terms of the VALE Agreement, Almah will bear all expenses for
advertising and publicity in connection with the products, and shall submit to
VALE for prior approval all print, audio and video materials intended for
advertising products which VALE supplies. VALE must provide all advertising
material such as product information, images, etc. for local advertising and
marketing campaigns.
Almah may use the trademarks owned by VALE for the sale of products and shall
acknowledge that all patents, trademarks, copyrights or any other intellectual
property rights used or embodied in the products shall remain the sole
properties of VALE. Should any infringement be found, Almah will promptly notify
and assist VALE to take appropriate action.
The VALE Agreement will be effective when the first order is confirmed within
360 days after the date of signing and shall remain in force for four years,
starting from the date the Agreement was signed.
During the term of the VALE Agreement, if either of the two parties is found to
have violated the terms of the Agreement the other party has the right to
terminate the VALE Agreement by notifying the other party in writing.
REBORDA, UAB AGREEMENT
On January 25, 2012, Almah entered into a distribution and marketing agreement
(the "Reborda Agreement") with Reborda, UAB ("Reborda"), a leading spare parts
supplier for numerous brands of trucks, buses, trailers and semi-trailers,
headquartered in Klaipeda, Lithuania, in which Reborda appointed Almah to
solicit orders for certain products available from Reborda. Products supplied by
Reborda will be made available to Almah at market price. Almah is required to
purchase a minimum of $1,000 of product per quarter starting 120 days after the
agreement was signed.
Almah has the right to distribute the Reborda products worldwide but initially
intends to market the products in Ireland, the United Kingdom and other European
territories.
Per the terms of the Reborda Agreement, Almah will bear all expenses for
advertising and publicity in connection with the products, and may use Reborda
trademarks, service marks and trade names.
Almah will initially market and distribute brake pads, brake discs, clutches,
shocks and oil filters from Reborda.
The Reborda Agreement will be effective until forty (40) days following the date
that either Almah or Reborda, delivers written termination to the other party.
DISTRIBUTION METHODS
All online orders at our website will be fulfilled by shipment of the order
directly from a VALE or Reborda facility. Consumers will have a choice of
delivery methods. Delivery time is currently estimated to be within three to
five business days from the date of the receipt of the order. Shipping costs
associated with the order will be calculated at the time the order is placed and
will be included in the total amount charged to the customer.
4
MARKETING
We will focus on SEO so that key words relating to automotive spare parts
searched in Ireland and the United Kingdom will place our web site in a high
search engine ranking.
We believe that a high level of customer service and support is critical to
retaining and expanding a reliable, repeat customer base and for establishing
and maintaining a trusted brand name. Accordingly, while we currently do not
have the financial resources, or the need to employ any customer service
personnel, we do intend to develop a superior customer service policy. Our
website will automatically notify consumers of completed orders that are in
transit. We are dedicated to providing superior customer satisfaction to secure
repeat customers.
COMPETITION
Our strategy will be to offer a broad selection of high quality and reputable
automotive parts and accessories which we believe will generate do-it-yourself
customer traffic and also appeal to commercial customers.
The sale of automotive parts, accessories and maintenance items is highly
competitive in many areas, including name recognition, product availability,
customer service and price. The market for online sales of auto parts, in which
the Company plans to compete, is also extremely competitive. Companies providing
similar services in Ireland and the United Kingdom include but are not limited
to: Irish Auto Parts, Auto Parts Ireland, Partfinder, Cars N Parts, Techstore,
KD Auto Parts, Top Part Motor Factors, Somora Motor Parts, Euro Car parts,
buypartsby.com, Auto Parts UK, 247Spares, London Auto Parts, DA Auto Parts. In
addition to online sellers of automotive parts, we will also compete with
automotive parts stores and automobile dealers that supply parts.
The principal competitive factors that we expect to affect the Company's
business are easy access and use of our website, customer service, product
selection, availability, quality and price. We intend to focus on SEO and
customer service to attract and maintain customers. In addition we believe a
user-friendly site will allow us to gain market share from competitors who may
offer similar services.
SOURCES AND AVAILABILITY OF PRODUCTS
Under our Supply Agreement with VALE, all products supplied by VALE will be made
available to Almah on terms negotiated each year and prices determined based on
order size and market conditions. Almah will act as a marketing source for VALE
and will not be responsible for shipping but instead will receive a markup from
the price quoted by VALE and the price charged on our website.
Under our Distribution and Marketing Agreement with Reborda, Reborda will make
available to us such products as we may order on a best efforts basis to fill
the order within a period of thirty days or less. Reborda agrees to use
reasonable best efforts to maintain sufficient inventory to fill Almah orders
and if a shortage exists, Reborda will allocate its available inventory to Almah
in proportion to a percentage of all customer orders for such product during the
previous year.
SEASONALITY
We expect our business to be somewhat seasonal in nature, with the highest sales
occurring in the spring and summer months. In addition, we expect that our
business can be affected by weather conditions. While unusually heavy
precipitation tends to decrease sales because elective maintenance is deferred
during such periods, extremely hot or cold weather tends to enhance sales by
causing automotive parts to fail at an accelerated rate.
PATENTS AND TRADEMARKS
Almah may use the trademarks owned by VALE and Reborda for the sale of products
and shall acknowledge that all patents, trademarks, copyrights or any other
intellectual property rights used or embodied in the products shall remain the
sole properties of VALE and Reborda. Should any infringement be found, Almah
will promptly notify and assist VALE or Reborda to take appropriate action.
5
We currently have no patents or trademarks for our brand name; however, as
business is established and operations commence, we may seek such protection.
Despite efforts to protect our proprietary rights, such as our brand and product
line names, since we have no patent or trademark rights unauthorized persons may
attempt to copy aspects of our business, including our web site design,
products, product information and sales mechanics or to obtain and use
information that we regard as proprietary, such as the technology used to
operate our web site and content. Any encroachment upon our proprietary
information, including the unauthorized use of our brand name, the use of a
similar name by a competing company or a lawsuit initiated against us for
infringement upon another company's proprietary information or improper use of
their trademark, may affect our ability to create brand name recognition, cause
customer confusion and/or have a detrimental effect on our business. Litigation
or proceedings before the U.S. or International Patent and Trademark Offices may
be necessary in the future to enforce our intellectual property rights, to
protect our trade secrets and domain name and/or to determine the validity and
scope of the proprietary rights of others. Any such litigation or adverse
proceeding could result in substantial costs and diversion of resources and
could seriously harm our business operations and/or results of operations.
GOVERNMENT APPROVAL
We do not require any government approval for our services. As an online
business, our business will not be subject to any environmental laws.
GOVERNMENT AND INDUSTRY REGULATION
We will be subject to local and international laws and regulations that relate
directly or indirectly to our operations. We will also be subject to common
business and tax rules and regulations pertaining to the operation of our
business.
RESEARCH AND DEVELOPMENT ACTIVITIES
Other than time spent researching our proposed business, we have not spent any
funds on research and development activities to date. We do not currently plan
to spend any funds on research and development activities in the future.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
We have no employees and no employment agreements. Joey Power, our sole officer
and director, currently provides his services on a consultant basis without
compensation. At this time, he is responsible for all aspects of our business.
We may need to hire an employee in the future to assist in the monitoring and
fulfillment of orders.
ITEM 1A. RISK FACTORS
Our common shares are considered speculative. Prospective investors should
consider carefully the risk factors set out below.
RISKS RELATING TO OUR BUSINESS AND FINANCIAL CONDITION
BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS A SUBSTANTIAL
UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
Our auditors have issued a going concern opinion because of the Company's
recurring losses, negative working capital, stockholder's deficit and the
absence of revenue-generating operations. This means that there is substantial
doubt that we can continue as an ongoing business for the next twelve months.
The financial statements do not include any adjustments that might result from
the uncertainty about our ability to continue in business. As such we may have
to cease operations and you could lose your entire investment.
6
JOEY POWER, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES
APPROXIMATELY 20 HOURS PER WEEK TO COMPANY MATTERS. HE DOES NOT HAVE ANY PUBLIC
COMPANY EXPERIENCE AND IS INVOLVED IN OTHER BUSINESS ACTIVITIES. THE COMPANY'S
NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE MAY HAVE. THIS
COULD RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN
OUR REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.
Our business plan does not provide for the hiring of any additional employees
until sales will support the expense. Until that time the responsibility of
developing the Company's business, the offering and selling of the shares
through this prospectus and fulfilling the reporting requirements of a public
company all fall upon Mr. Power. While his business experience includes
management and marketing, particularly in the automotive industry, he does not
have experience in a public company setting, including serving as a principal
accounting officer or principal financial officer. We have not formulated a plan
to resolve any possible conflict of interest with his other business activities.
In the event he is unable to fulfill any aspect of his duties to the Company we
may experience a shortfall or complete lack of sales resulting in little or no
profits and eventual closure of our business.
SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED NO REVENUES AND LACK AN
OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY
AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN
OUR BUSINESS PLANS.
Our Company was incorporated in September 2009; we have only recently commenced
our business operations; and we have generated no revenue. We have no operating
history upon which an evaluation of our future prospects can be made. Based upon
current plans, we expect to incur operating losses in future periods as we incur
significant expenses associated with the initial startup of our business.
Further, we cannot guarantee that we will be successful in realizing revenues or
in achieving or sustaining positive cash flow at any time in the future. Any
such failure could result in the possible closure of our business or force us to
seek additional capital through loans or additional sales of our equity
securities to continue business operations, which would dilute the value of any
shares you purchase in this offering.
WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
We have not yet generated any revenues from operations. In order for us to
continue with our plans and open our business, we must raise capital to do so
through this offering. There can be no assurance that we will generate revenues
or that revenues will be sufficient to maintain our business. As a result, you
could lose all of your investment if you decide to purchase shares in this
offering and we are not successful in our proposed business plans.
COMMENCEMENT AND DEVELOPMENT OF OPERATIONS WILL DEPEND ON THE PUBLIC'S
ACCEPTANCE OF OUR PROPOSED ONLINE AUTOMOTIVE PARTS BUSINESS. IF THE PUBLIC
DOESN'T FIND OUR PRODUCTS DESIRABLE AND SUITABLE FOR PURCHASE AND WE CANNOT
ESTABLISH A CUSTOMER BASE, WE MAY NOT BE ABLE TO GENERATE ANY REVENUES, WHICH
WOULD RESULT IN A FAILURE OF OUR BUSINESS AND A LOSS OF ANY INVESTMENT YOU MAKE
IN OUR SHARES.
The ability to find and ship automotive parts that consumers find desirable and
willing to purchase is critically important to our success. We cannot be certain
that the products that we will be offering will be appealing to the public and
as a result there may not be any demand for these products and our sales could
be limited and we may never realize any revenues. In addition, there are no
assurances that if we alter or change the products we offer in the future that
the public's demand for these new products will develop and this could adversely
affect our business and any possible revenues.
IF DEMAND FOR THE PRODUCTS WE PLAN TO OFFER SLOWS, THEN OUR BUSINESS WOULD BE
MATERIALLY AFFECTED.
Demand for products which we intend to sell depends on many factors, including:
* the number of vehicles in current service, including those that are
seven years old and older. These vehicles are generally no longer
under the original vehicle manufacturers' warranties and tend to need
more maintenance and repair than newer vehicles.
* rising energy prices. Increases in energy prices may cause our
customers to defer purchases of certain of our products as they are
required to use a higher percentage of their income to pay for
gasoline and other energy costs.
7
* the economy. In periods of rapidly declining economic conditions,
customers may defer vehicle maintenance or repair. Additionally, such
conditions may affect our customers' ability to obtain credit. During
periods of expansionary economic conditions, more customers may pay
others to repair and maintain their cars instead of working on their
own vehicles or they may purchase new vehicles.
* the weather. Mild weather conditions may lower the failure rates of
automotive parts, while wet conditions may cause our customers to
defer maintenance and repair on their vehicles. Extremely hot or cold
conditions may enhance demand for our products due to increased
failure rates of our customers' automotive parts.
* technological advances. Advances in automotive technology and parts
design could result in cars needing maintenance less frequently and
parts lasting longer.
For the long term, demand for the products we plan to offer may be affected by:
* the number of miles vehicles are driven annually. Higher vehicle
mileage increases the need for maintenance and repair. Mileage levels
may be affected by gas prices, the economy and other factors.
* the quality of the vehicles manufactured by the original vehicle
manufacturers and the length of the warranties or maintenance offered
on new vehicles; and
* restrictions on access to diagnostic tools and repair information
imposed by the original vehicle manufacturers or by governmental
regulation.
All of these factors could result in immediate and longer term declines in the
demand for the products we plan to offer, which could adversely affect our
sales, cash flows and overall financial condition.
THE LOSS OF THE SERVICES OF JOEY POWER COULD SEVERELY IMPACT OUR BUSINESS
OPERATIONS AND FUTURE DEVELOPMENT, WHICH COULD RESULT IN A LOSS OF REVENUES AND
YOUR ABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING.
Our performance is substantially dependent upon the professional expertise of
our President, Joey Power. Mr. Power has extensive expertise in the automotive
industry and we are dependent on his abilities to develop our business. If he
were unable to perform his duties, this could have an adverse effect on our
business operations, financial condition and operating results if we are unable
to replace him with another individual qualified to develop and market our
business. The loss of his services could result in a loss of revenues, which
could result in a reduction of the value of any shares you purchase in this
offering.
THE AUTOMOTIVE PARTS INDUSTRY IS HIGHLY COMPETITIVE.
We expect to compete against a number of large well-established companies with
greater name recognition, a more comprehensive offering of products, and with
substantially larger resources than ours; including financial and marketing. In
addition to these large competitors there are numerous smaller operations that
have developed and are marketing automotive products. There can be no assurance
that we can compete successfully in this complex and changing market. If we
cannot successfully compete in this highly competitive industry, we may never be
able to generate revenues or become profitable. As a result, you may never be
able to liquidate or sell any shares you purchase in this offering.
WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGY, WHICH COULD
ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
CASH FLOWS.
Successful implementation of our business strategy depends on factors specific
to the retail automotive parts industry and numerous other factors that may be
beyond our control. Adverse changes in the following factors could undermine our
business strategy and have a material adverse affect on our business, financial
condition, results of operations and cash flow:
8
* The competive environment in the automotive aftermarket parts and
accessories retail sector that may force us to reduce prices below our
desired pricing level or increase promotional spending;
* Our ability to anticipate changes in consumer preferences and to meet
customers' needs for automotive products (particularly parts
availability) in a timely manner; and
* Our ability to establish, maintain and eventually grow market share.
For parts that are manufactured globally, geopolitical changes, changes in trade
regulations, currency fluctuations, shipping-related issues, natural disasters,
pandemics and other factors beyond our control may increase the cost of items we
purchase, create shortages or render product delivery difficult which could have
a material adverse effect on our sales and profitability.
THERE ARE NO SUBSTANTIAL BARRIERS TO ENTRY INTO THE INDUSTRY AND BECAUSE WE DO
NOT CURRENTLY HAVE ANY COPYRIGHT PROTECTION FOR THE PRODUCTS WE INTEND TO SELL,
THERE IS NO GUARANTEE SOMEONE ELSE WILL NOT DUPLICATE OUR IDEAS AND BRING THEM
TO MARKET BEFORE WE DO, WHICH COULD SEVERELY LIMIT OUR PROPOSED SALES AND
REVENUES.
Since we have no copyright protection, unauthorized persons may attempt to copy
aspects of our business, including our web site design or functionality,
products or marketing materials. Any encroachment upon our corporate
information, including the unauthorized use of our brand name, the use of a
similar name by a competing company or a lawsuit initiated against us for
infringement upon another company's proprietary information or improper use of
their copyright, may affect our ability to create brand name recognition, cause
customer confusion and/or have a detrimental effect on our business. Litigation
or proceedings before the U.S. or International Patent and Trademark Offices may
be necessary in the future to enforce our intellectual property rights, to
protect our trade secrets and domain name and/or to determine the validity and
scope of the proprietary rights of others. Any such infringement, litigation or
adverse proceeding could result in substantial costs and diversion of resources
and could seriously harm our business operations and/or results of operations.
AS WE WILL INTEND TO BE CONDUCTING INTERNATIONAL BUSINESS TRANSACTIONS, WE WILL
BE EXPOSED TO LOCAL BUSINESS RISKS IN DIFFERENT COUNTRIES, WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS.
We intend to sell our products internationally, and we expect to have customers
located in several countries. Our international operations will be subject to
risks inherent in doing business in foreign countries, including, but not
necessarily limited to:
* new and different legal and regulatory requirements in local
jurisdictions;
* potentially adverse tax consequences, including imposition or increase
of taxes on transactions or withholding and other taxes on remittances
and other payments by subsidiaries;
* risk of nationalization of private enterprises by foreign governments;
* legal restrictions on doing business in or with certain nations,
certain parties and/or certain products; and
* local economic, political and social conditions, including the
possibility of hyperinflationary conditions and political instability.
We may not be successful in developing and implementing policies and strategies
to address the foregoing factors in a timely and effective manner in the
locations where we will do business. Consequently, the occurrence of one or more
of the foregoing factors could have a material adverse effect on our operations
and upon our financial condition and results of operations.
Since our services will be available over the Internet in foreign countries and
we will have customers residing in foreign countries, foreign jurisdictions may
require us to qualify to do business in their country. We will be required to
comply with certain laws and regulations of each country in which we conduct
business, including laws and regulations currently in place or which may be
enacted related to Internet services available to the residents of each country
from online sites located elsewhere.
9
OUR OPERATIONS IN DEVELOPING MARKETS COULD EXPOSE US TO POLITICAL, ECONOMIC AND
REGULATORY RISKS THAT ARE GREATER THAN THOSE WE MAY FACE IN ESTABLISHED MARKETS.
FURTHER, OUR INTERNATIONAL OPERATIONS MAY REQUIRE US TO COMPLY WITH ADDITIONAL
UNITED STATES AND INTERNATIONAL REGULATIONS.
For example, we must comply with the Foreign Corrupt Practices Act, or "FCPA,"
which prohibits companies or their agents and employees from providing anything
of value to a foreign official or agent thereof for the purposes of influencing
any act or decision of these individuals in their official capacity to help
obtain or retain business, direct business to any person or corporate entity or
obtain any unfair advantage. We may operate in some nations that have
experienced significant levels of governmental corruption. Our employees, agents
and contractors, including companies to which we outsource business operations,
may take actions in violation of our policies and legal requirements. Such
violations, even if prohibited by our policies and procedures, could have an
adverse effect on our business and reputation. Any failure by us to ensure that
our employees and agents comply with the FCPA and applicable laws and
regulations in foreign jurisdictions could result in substantial civil and
criminal penalties or restrictions on our ability to conduct business in certain
foreign jurisdictions, and our results of operations and financial condition
could be materially and adversely affected.
In addition, our ability to attract and retain customers may be adversely
affected if the reputations of the online automotive parts sales industry as a
whole or particular online sites are damaged. The perception of
untrustworthiness within our industry or of online sites could materially
adversely affect our ability to attract and retain customers.
FAILURE OF THIRD-PARTY SYSTEMS OR THIRD-PARTY SERVICE AND SOFTWARE PROVIDERS
UPON WHICH WE RELY COULD ADVERSELY AFFECT OUR BUSINESS.
We will rely on certain third-party computer systems or third-party service and
software providers, including data centers, technology platforms, back-office
systems, Internet service providers and communications facilities. Any
interruption in these third-party services, or deterioration in their
performance or quality, could adversely affect our business. If our arrangement
with any third party is terminated, we may not be able to find alternative
systems or service providers on a timely basis or on commercially reasonable
terms. This could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
We host our platform and serve all of our customers from our network servers,
which will be located at various data center facilities. Problems faced by our
data center locations or with the telecommunications network providers with whom
we may contract could adversely affect the experience of our customers. If our
data centers are unable to keep up with our growing needs for capacity or close
without adequate notice, this could have an adverse effect on our business. Any
changes in third-party service levels at our data centers or any errors,
defects, disruptions, or other performance problems with our services could harm
our reputation and adversely affect the performance of our platform.
Interruptions in our services might reduce our sales revenues, subject us to
potential liability and thereby adversely affect our business, financial
condition, results of operations and cash flows.
A DISRUPTION IN ONLINE SERVICE WOULD CEASE OR SUSPEND SERVICE
We cannot guarantee that our website will operate without interruption or error.
We are bound only by a best efforts obligation as regards the operation and
continuity of service. Although we are not be liable for the alteration or
fraudulent access to data and/or accidental transmission through viruses or
other harmful conduct in connection with the use of our website, disruption of
our online service would adversely affect our business, financial conditions,
results of operations and cash flows.
DETERIORATION IN GENERAL MACRO-ECONOMIC CONDITIONS, INCLUDING UNEMPLOYMENT,
INFLATION OR DEFLATION, CONSUMER DEBT LEVELS, HIGH FUEL AND ENERGY COSTS,
UNCERTAIN CREDIT MARKETS OR OTHER RECESSIONARY TYPE CONDITIONS COULD HAVE A
NEGATIVE IMPACT ON OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
CASH FLOWS.
Deterioration in general macro-economic conditions would impact us through (i)
potential adverse effects from deteriorating and uncertain credit markets (ii)
the negative impact on our supplier and customers and (iii) an increase in
operating costs from higher energy prices.
10
IMPACT OF CREDIT MARKET UNCERTAINTY
Significant deterioration in the financial condition of large financial
institutions in recent years resulted in a severe loss of liquidity and
available credit in global credit markets and in more stringent borrowing terms.
Accordingly, we may be limited in our ability to borrow funds to finance our
operations. An inability to obtain sufficient financing at cost-effective rates
could have a materially adverse effect on our planned business operations and
financial condition.
IMPACT ON OUR SUPPLIER
Our business depends on maintaining a favorable relationship with our supplier
and on our supplier's ability and/or willingness to sell products to us at
favorable prices and terms. Many factors outside of our control may harm this
relationship and the ability or willingness of our supplier to sell us products
on favorable terms. One such factor is a general decline in the economy and
economic conditions and prolonged recessionary conditions. These events could
negatively affect our supplier's operations and make it difficult for it to
obtain the credit lines or loans necessary to finance their operations in the
short-term or long-term and meet our product requirements. Financial or
operational difficulties that our supplier may face could also increase the cost
of the products we purchase from it or our ability to source product from it. In
addition, the trend towards consolidation among automotive parts suppliers as
well as the off-shoring of manufacturing capacity to foreign countries may
disrupt or end our relationship with our supplier and could lead to less
competition and result in higher prices. We could also be negatively impacted if
our supplier experiences bankruptcy, work stoppages, labor strikes or other
interruptions to or difficulties in the manufacture or supply of the products we
purchase from it.
IMPACT ON OUR CUSTOMERS
Deterioration in macro-economic conditions may have a negative impact on our
customers' financial resources and disposable income. This impact could reduce
their willingness or ability to pay for accessories, maintenance or repair of
their vehicles, which results in lower sales at our site. Higher fuel costs may
also reduce the overall number of miles driven by our customers resulting in
fewer parts failures and elective maintenance required to be completed.
IMPACT ON OPERATING EXPENSES
Rising energy prices could directly impact our operating costs, including our
utility and product costs.
IF WE CANNOT OBTAIN ENOUGH PRODUCTS TO SATISFY CUSTOMER DEMAND, OUR ABILITY TO
EXECUTE OUR BUSINESS PLAN WILL BE ADVERSELY AFFECTED.
Our customers' needs will often require the fulfillment of orders within short
periods. As a result, a sudden increase in demand from our customers without a
correlative increase in the level of products we are able to obtain from our
supplier might prevent us from timely satisfying our customers' demand for
products. Because our customers' demand will persist regardless of our ability
to meet that demand, our inability to deliver a sufficient quantity of products
to satisfy our customers' needs may lead those customers to obtain product
elsewhere, which could adversely affect our business, financial condition,
results of operations, cash flows and prospects.
OUR BUSINESS IS CURRENTLY RELIANT ON TWO SUPPLIERS. IF OUR SUPPLIERS DO NOT MEET
OUR REQUIREMENTS, OUR ABILITY TO SUPPLY PRODUCTS TO OUR CUSTOMERS WILL BE
MATERIALLY IMPAIRED.
We currently rely on two suppliers from which we intend to obtain products.
Until we are able to contract with other suppliers, our business will be
entirely dependent upon the relationships with these two suppliers. There can be
no assurance that we will be able to sustain a relationship with our suppliers
or that our suppliers will be able to meet our needs in a satisfactory and
timely manner, or that we can obtain substitute or additional suppliers, when
and if needed. Our reliance on a limited number of suppliers involves a number
of additional risks, including the absence of guaranteed capacity and reduced
control over the distribution process, quality assurance, delivery schedules,
production yields and costs, and early termination of, or failure to renew,
contractual arrangements. A significant price increase, an interruption in
supply from our suppliers, or the inability to obtain additional suppliers, when
and if needed, could have a material adverse effect on our business, results of
operations and financial condition.
11
OUR BUSINESS IS SUBJECT TO RISKS OF TERRORIST ACTS, ACTS OF WAR, POLITICAL
UNREST, PUBLIC HEALTH CONCERNS, LABOR DISPUTES AND NATURAL DISASTERS.
Terrorist acts, acts of war, political unrest, public health concerns, labor
disputes or national disasters may disrupt our operations, as well as those of
our customers. These types of acts have created, and continue to create,
economic and political uncertainties and have contributed to global economic
instability. Future terrorist activities, military or security operations, or
natural disasters could weaken the domestic and global economies and create
additional uncertainties, thus forcing our customers to reduce their capital
spending, or cancel or delay already planned construction projects, which could
have a material adverse impact on our business, operating results and financial
condition, including loss of sales or customers.
RISKS RELATING TO OUR COMMON STOCK
THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK." THE
EFFECTIVE RESULT IS THAT FEWER PURCHASERS ARE QUALIFIED BY THEIR BROKERS TO
PURCHASE OUR SHARES, AND THEREFORE A LESS LIQUID MARKET FOR OUR INVESTORS TO
SELL THEIR SHARES.
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult or
impossible for you to resell any shares you may purchase.
OUR DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS,
WHICH MEANS AS A MINORITY STOCKHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN
MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER
RESELL ANY SHARES YOU PURCHASE IN THIS OFFERING.
Our executive officer and director owns 67% of our common stock. He has a
significant influence in determining the outcome of all corporate transactions,
including the election of directors, approval of significant corporate
transactions, changes in control of the Company or other matters that could
affect your ability to ever resell your shares. His interests may differ from
the interests of the other stockholders and thus result in corporate decisions
that are disadvantageous to other stockholders.
THE COMPANY HAS A LACK OF DIVIDEND PAYMENTS.
The Company has paid no dividends in the past and has no plans to pay any
dividends in the foreseeable future.
ITEM 2. PROPERTIES
EXECUTIVE OFFICES
Our operations are currently being conducted out of the premises of our
President, Joey Power on a rent-free basis during our development stage. The
office is at Pembroke House, 28-32 Pembroke St Upper, Dublin 2, Ireland. We
consider our current principal office space arrangement adequate and will
reassess our needs based upon the future growth of the Company.
12
ITEM 3. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
MARKET FOR SECURITIES
Our common shares are quoted on the Over-The-Counter Bulletin Board under the
trading symbol "AAHC.OB". Our shares have been quoted on the Over-The-Counter
Bulletin Board since June 26, 2012. There have been no active trading of our
shares of common stock.
Our transfer agent is Empire Stock Transfer, 1859 Whitney Mesa Drive, Henderson,
NV 89014.
HOLDERS OF OUR COMMON STOCK
As of September 30, 2012, there were 30 registered stockholders holding
6,030,000 shares of our issued and outstanding common stock.
DIVIDEND POLICY
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual
course of business; or
2. Our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends and we do not plan to declare any dividends
in the foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES
We did not issue any securities without registration pursuant to the Securities
Act of 1933 during the year ended September 30, 2012.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
We did not purchase any of our shares of common stock or other securities during
our fiscal year ended September 30, 2012.
13
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The following discussion should be read in conjunction with our audited
financial statements and the related notes that appear elsewhere in this annual
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this annual report.
Our audited consolidated financial statements are stated in United States
dollars and are prepared in accordance with United States generally accepted
accounting principles.
PLAN OF OPERATION
We are a development stage company that has not yet generated or realized any
revenues from our business operations.
Now that we have completed our offering, our specific business plan for the next
six months is as follows:
FINALIZE WEBSITE (1 MONTH):
We will focus on the completion of a user-friendly website that will be the
primary sales point for Almah. In addition to the creation of our corporate
website we will procure expertise to optimize out placing in search engines
through SEO. Our reserved domain is www.almahautoparts.com.
BEGIN MARKETING AND SALES EFFORTS:
Our marketing efforts will primarily be related to assuring we are easily found
on search engine requests but we have budgeted $5,300 for the initial six months
of marketing efforts. We intend to use this to place advertisements in local
newspapers and `buy/sell' automotive magazines. We feel people that are looking
for parts will be those who currently own an older vehicle or are looking in a
`buy/sell' magazine to find a replacement. We believe we will have additional
funds left over for additional methods of marketing if an opportunity presents
itself.
Once our site is live and we have begun initial SEO work and print marketing we
believe sales will be generated through our website. The website will be set up
to record all details automatically including:
* Product information
* Purchaser information
* Delivery location
* Sales price (price purchaser paid to Almah)
* Cost (internal cost for Almah to purchase part from VALE or Reborda)
* Pre-tax profit (difference between `Sales price' and `Cost')
14
In addition to the information being captured we intend to have the website set
up so that once the transaction is completed on our website an order request
with the product and delivery location will be simultaneously sent to VALE or
Reborda. This system will allow for us to employ as little staff as possible,
maintain efficient delivery time, and keep records for both accounting and
direct client marketing.
Successful implementation of our business strategy depends on factors specific
to the retail automotive parts industry and numerous other factors that may be
beyond our control. Adverse changes in the following factors could undermine our
business strategy and have a material adverse affect on our business, financial
condition, results of operations and cash flow:
* The competive environment in the automotive aftermarket parts and
accessories retail sector that may force us to reduce prices below our
desired pricing level or increase promotional spending;
* Our ability to anticipate changes in consumer preferences and to meet
customers' needs for automotive products (particularly parts
availability) in a timely manner; and
* Our ability to establish, maintain and eventually grow market share.
For parts that are manufactured globally, geopolitical changes, changes in trade
regulations, currency fluctuations, shipping-related issues, natural disasters,
pandemics and other factors beyond our control may increase the cost of items we
purchase, create shortages or render product delivery difficult which could have
a material adverse effect on our sales and profitability.
We estimate sales to begin in within 90 days. Because our business is
customer-driven, our revenue requirements will be reviewed and adjusted based on
sales. We cannot guarantee that we will have sales and the amount raised in our
recent offering may not be enough to meet the operating expenditures of the
Company. We may be required to raise additional funding or apply for loans in
the next 12 months, however we have no plans to do so at this time.
We have budgeted the following amounts over the next 12 months:
Advertising and Marketing $ 5,300
Website design $ 3,000
Accounting, Auditing and Legal $10,450
Office and Administration $ 1,550
These amounts may be adjusted based upon sales and revenue.
Until we have reached a breakeven level of clientele we do not believe our
operations will be profitable. If we are unable to attract new clients to
purchase our products we may have to suspend or cease operations. If we cannot
generate sufficient revenues to continue operations, we will suspend or cease
operations. If we cease operations, we do not know what we will do and we do not
have any plans to do anything else.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of $36,611 for the year ended September 30, 2012.
We incurred operating expenses of $5,037 for the year ended September 30, 2011.
These expenses consisted of general operating expenses incurred in connection
with the day to day operation of our business and the preparation and filing of
our periodic reports.
Our net loss for the years ended September 30, 2012 and 2011 was $36,611 and
$5,037, respectively, with no revenues for either period. Our net loss from
inception (September 16, 2009) through September 30, 2012 was $41,648.
15
As of September 30, 2012, there is a total of $61 in a note payable that is owed
by the company to Joey Power, an officer and director, for expenses that he has
paid on behalf of the company. The note is interest free and payable on demand.
Cash provided by financing activities from inception through the period ended
September 30, 2012 was $40,300. On July 11, 2008 we received $20,000 from the
sale of common stock to our director, Mr. Power, who purchased 4,000,000 shares
of our Common Stock at $0.005 per share. During the months of April and May 2012
we received $20,300 from the sale of common stock to 29 stockholders pursuant to
an offering of our common stock shares registered on Form S-1 with the U.S.
Securities and Exchange Commission. The shares were sold at a price of $0.01 per
share, 2,030,000 shares were sold. The offering was closed on May 9, 2012 and
the shares were issued on May 30, 2012. One purchaser was deemed an affiliate
and the 70,000 shares purchased by that person are restricted shares.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2012 we had $4,468 in cash, $250 in prepaid expenses and there
were outstanding liabilities of $6,066. Our director has verbally agreed to
continue to loan the company funds for operating expenses in a limited scenario,
but he has no legal obligation to do so. We are a development stage company and
have generated no revenue since inception.
GOING CONCERN
The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in
the normal course of business. However, the Company has not generated any
revenue to date, has losses and an accumulated deficit. The Company does not
currently have any revenue generating operations. These conditions raise
substantial doubt about the ability of the Company to continue as a going
concern.
In view of these matters, continuation as a going concern is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company's ability to, meets its financial requirements, raise additional
capital, and the success of its future operations. The financial statements do
not include any adjustments to the amount and classification of assets and
liabilities that may be necessary should the Company not continue as a going
concern.
Management plans to fund operations of the Company through the proceeds of their
recent offering or private placements of restricted securities or the issuance
of stock in lieu of cash for payment of services until such a time as profitable
operations are achieved. There are no written agreements in place for such
funding or issuance of securities and there can be no assurance that such will
be available in the future. Management believes that this plan provides an
opportunity for the Company to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant 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 are material to
stockholders.
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
The financial statements of our company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment.
16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
[LETTERHEAD OF PARITZ & COMPANY, P.A.]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Almah, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Almah, Inc. (A Development
Stage Company) as of September 30, 2012 and 2011, and the related statements of
operations, changes in shareholders' equity and cash flows for the years ended
September 31, 2012 and 2011 and for the period from inception (September 16,
2009) to September 30, 2012. 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has not generated any revenue to date, has
incurred net losses and, has an accumulated deficit. These factors, among
others, raise substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Almah, Inc. (A Development
Stage Company) as of September 30, 2012 and 2011 and the results of its
operations and its cash flows for the years then ended and for the period from
inception (September 16, 2009) to September 30, 2012 in conformity with
accounting principles generally accepted in the United States of America.
/s/ Paritz and Co. P.A.
-------------------------------------
Paritz and Co. P.A.
Hackensack, N.J.
December 19, 2012
17
ALMAH, INC.
(A Development Stage Company)
Balance Sheet
September 30, September 30,
2012 2011
-------- --------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 4,468 $ 17,925
Prepaid Expense 250 99
-------- --------
TOTAL CURRENT ASSETS $ 4,718 $ 18,024
======== ========
LIABILITIES AND STOCKHOLDERS DEFICIENCY
CURRENT LIABILITIES
Other payable $ 25 $ --
Note payable - Related party 61 61
Accrued expenses 5,980 3,000
-------- --------
TOTAL CURRENT LIABILITIES 6,066 3,061
-------- --------
SHAREHOLDERS' EQUITY
Common Stock - $0.001 par value; 75,000,000 shares
authorized; 6,030,000 and 4,000,000 shares issued and
outstanding at September 30, 2012 and 2011 6,030 4,000
Additional paid-in-capital 34,270 16,000
Deficit accumulated during development stage (41,648) (5,037)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (1,348) 14,963
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,718 $ 18,024
======== ========
See accompanying notes to financial statements
18
ALMAH, INC.
(A Development Stage Company)
Statement of Operations
Cumulative from
September 16, 2009
Year ended Year ended (Inception) to
September 30, September 30, September 30,
2012 2011 2012
---------- ---------- ----------
REVENUES $ -- $ -- $ --
COST OF SALES -- -- --
---------- ---------- ----------
Gross Margin -- -- --
---------- ---------- ----------
OPERATING EXPENSES
General & administrative expenses 36,611 5,037 41,648
---------- ---------- ----------
TOTAL OPERATING EXPENSES 36,611 5,037 41,648
OTHER INCOME -- -- --
(LOSS) BEFORE INCOME TAX EXPENSE (36,611) (5,037) (41,648)
---------- ---------- ----------
Income tax expense -- -- --
---------- ---------- ----------
NET (LOSS) $ (36,611) $ (5,037) $ (41,648)
========== ========== ==========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,684,082 1,073,973
========== ==========
See accompanying notes to financial statements
19
ALMAH, INC.
(A Development Stage Company)
Statements of Stockholder's Equity
Deficit
Accumulated
Common Stock Additional During Total
--------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
STOCKHOLDER'S DEFICIENCY BALANCE
AT SEPTEMBER 16, 2009 -- $ -- $ -- $ -- $ --
BALANCE AT SEPTEMBER 30, 2009 -- -- -- -- --
--------- -------- ------- -------- --------
BALANCE AT SEPTEMBER 30, 2010 -- -- -- -- --
--------- -------- ------- -------- --------
Issuance of Common Stock on July 11, 2011 4,000,000 4,000 16,000 -- 20,000
Net Loss -- -- -- (5,037) (5,037)
BALANCE AT SEPTEMBER 30, 2011 4,000,000 4,000 16,000 (5,037) 14,963
--------- -------- ------- -------- --------
Issuance of Common Stock on May 30, 2012 2,030,000 2,030 18,270 -- 20,300
Net Loss -- -- -- (36,611) (36,611)
--------- -------- ------- -------- --------
BALANCE AT SEPTEMBER 30, 2012 6,030,000 $ 6,030 $34,270 $(41,648) $ (1,348)
========= ======== ======= ======== ========
See accompanying notes to financial statements
20
ALMAH, INC.
(A Development Stage Company)
Statements of Cash Flows
Cumulative from
September 16, 2009
Year ended Year ended (Inception) to
September 30, September 30, September 30,
2012 2011 2011
-------- -------- --------
CASH FLOWS FROM OPERATIING ACTIVITIES:
Net (Loss) $(36,611) $ (5,037) $(41,648)
Adjustments to reconcile net loss to net cash
used in operating activities
Changes in operating assets and liabilities
Increase (decrease) in Prepaid Expenses (151) (99) (250)
Increase (decrease) in Accounts Payable 25 -- 25
Increase (decrease) in Accrued expenses 2,980 3,000 5,980
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (33,757) (2,136) (35,893)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable - related party -- 61 61
Proceeds from sale of common stock 20,300 20,000 40,300
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 20,300 20,061 40,361
-------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS (13,457) 17,925 4,468
-------- -------- --------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 17,925 -- --
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,468 $ 17,925 $ 4,468
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ -- $ --
-------- -------- --------
Income Taxes $ -- $ -- $ --
-------- -------- --------
See accompanying notes to financial statements
21
Almah, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2012
NOTE 1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
Almah, Inc. ("the Company") was incorporated under the laws of the State of
Nevada on September 16, 2009. The Company is in the development stage and it
intends distribute automobile spare parts online.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, September 16, 2009 through
September 30, 2012 the Company has accumulated losses of $41,648.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material
assumptions or estimates other than the assumption that the Company is a going
concern.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825, "Disclosures about Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments. ASC 820, "Fair
Value Measurements" defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements. Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to
management as of September 30, 2012.
The respective carrying values of certain on-balance-sheet financial instruments
approximate their fair values. These financial instruments include accounts
payable, advances payable, accrued liabilities and notes payable. Fair values
were assumed to approximate carrying values for these financial instruments
since they are short term in nature and their carrying amounts approximate fair
value, or they are receivable or payable on demand.
22
Almah, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2012
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with current accounting standards, foreign denominated monetary assets and
liabilities are translated into their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Equity
accounts are translated at historical amounts. Revenue and expenses are
translated at average rates of exchange during the year. Gains or losses
resulting from foreign currency transactions are included in results of
operations.
BASIC AND DILUTED LOSS PER SHARE
The Company computes earnings (loss) per share in accordance with ASC 260-10-45
"Earnings per Share", (formerly SFAS 128) which requires presentation of both
basic and diluted earnings per share on the face of the statement of operations.
Basic earnings (loss) per share is computed by dividing net earnings (loss)
available to common stockholders by the weighted average number of outstanding
common shares during the period. Diluted earnings (loss) per share gives effect
to all dilutive potential common shares outstanding during the period. Dilutive
earnings (loss) per share excludes all potential common shares if their effect
is anti-dilutive. The Company has no potential dilutive instruments, and
therefore, basic and diluted earnings (loss) per share are equal.
INCOME TAXES
Deferred income taxes are determined using the liability method under which
deferred tax assets and liabilities are based upon temporary differences between
the carrying amounts of assets and liabilities for financial and tax reporting
purposes and the effect of net operating loss carry-forwards. Deferred tax
assets are evaluated to determine if it is more likely than not that they will
be realized. Valuation allowances have been established to reduce the carrying
value of deferred tax assets in recognition of significant uncertainties
regarding their ultimate realization.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 3. CAPITAL STOCK
The total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of $0.001 per share.
During the period ended September 30, 2011, the Company issued 4,000,000 shares
of common stock to the Company's sole director and officer for total cash
proceeds of $20,000.
23
Almah, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2012
NOTE 3. CAPITAL STOCK (CONTINUED)
During the months of April and May 2012 we received $20,300 from the sale of
common stock to 29 stockholders pursuant to an offering of our common stock
shares registered on Form S-1 with the U.S. Securities and Exchange Commission.
The shares were sold at a price of $0.01 per share and a total of 2,030,000
shares were sold. The offering was closed on May 9, 2012 and the shares were
issued on May 30, 2012. One purchaser was deemed an affiliate and the 70,000
shares purchased by that person are restricted shares.
At September 30, 2012, there were no outstanding stock options or warrants.
NOTE 4. NOTE PAYABLE - RELATED PARTY
On January 6, 2011, a Director and President, Joey Power loaned the Company $61.
The loan is non-interest bearing, unsecured and due upon demand.
NOTE 5. INCOME TAXES
As of September 30, 2012 the Company had net operating loss carry forwards of
approximately $41,648 that may be available to reduce future years' taxable
income through 2027. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
The components of the deferred tax asset, the statutory tax rate, the effective
tax rate and the elected amount of the valuation allowance are indicated below:
From September 16, 2009
(Inception) to
September 30, 2012
------------------
Net Operating Loss $ 41,648
Statutory Tax Rate 34%
Deferred Tax Asset $ 14,160
Valuation Allowance $(14,160)
--------
Net Deferred Tax Asset $ --
========
NOTE 6. GOING CONCERN
The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in
the normal course of business. However, the Company has not generated any
revenue to date, has losses and an accumulated deficit. The Company does not
currently have any revenue generating operations. These conditions raise
substantial doubt about the ability of the Company to continue as a going
concern.
24
Almah, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2012
NOTE 6. GOING CONCERN (CONTINUED)
In view of these matters, continuation as a going concern is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company's ability to, meets its financial requirements, raise additional
capital, and the success of its future operations. The financial statements do
not include any adjustments to the amount and classification of assets and
liabilities that may be necessary should the Company not continue as a going
concern.
Management plans to fund operations of the Company through the proceeds of their
recent offering or private placements of restricted securities or the issuance
of stock in lieu of cash for payment of services until such a time as profitable
operations are achieved. There are no written agreements in place for such
funding or issuance of securities and there can be no assurance that such will
be available in the future. Management believes that this plan provides an
opportunity for the Company to continue as a going concern.
NOTE 7. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Mr. Joey
Power, sole officer and director of the Company, will provide the Company with
use of office space and services free of charge. The Company's sole officer and
director is involved in other business activities and may in the future, become
involved in other business opportunities as they become available.
As of September 30, 2012 there was $61 owed to Mr. Powers. The loan is
non-interest bearing, unsecured and due upon demand.
NOTE 8. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to September 30, 2012 to assess the
need for potential recognition or disclosure in this report. Such events were
evaluated through the date these financial statements were available to be
issued. Based upon this evaluation, it was determined that no subsequent events
occurred that require recognition or disclosure in the financial statements.
25
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
As of the end of the period covered by this report, the Company carried out,
under the supervision and with the participation of the Company's management,
including its Chief Executive Officer and Chief Financial Officer, an evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) in ensuring that information required to be
disclosed by the Company in its reports is recorded, processed, summarized and
reported within the required time periods. In carrying out that evaluation,
management identified a material weakness (as defined in Public Company
Accounting Oversight Board Standard No. 2) in our internal control over
financial reporting regarding a lack of adequate segregation of duties.
Accordingly, based on their evaluation of our disclosure controls and procedures
as of September 30, 2012, the Company's Chief Executive Officer and its Chief
Financial Officer have concluded that, as of that date, the Company's controls
and procedures were not effective for the purposes described above.
There was no change in the Company's internal control over financial reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934) during the quarter ended September 30, 2012 that has materially affected
or is reasonably likely to materially affect the Company's internal control over
financial reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934. We have assessed the effectiveness of
those internal controls as of September 30, 2012, using the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") INTERNAL CONTROL -
INTERGRATED FRAMEWORK as a basis for our assessment.
Because of 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 and 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.
A material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Company's
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the Company's annual or interim financial statements
that is more than inconsequential will not be prevented or detected. In the
course of making our assessment of the effectiveness of internal controls over
financial reporting, we identified a material weakness in our internal control
over financial reporting. This material weakness consisted of inadequate
staffing and supervision within the bookkeeping and accounting operations of our
company. The relatively small number of employees who have bookkeeping and
accounting functions prevents us from segregating duties within our internal
control system. The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews.
26
As we are not aware of any instance in which the company failed to identify or
resolve a disclosure matter or failed to perform a timely and effective review,
we determined that the addition of personnel to our bookkeeping and accounting
operations is not an efficient use of our resources at this time and not in the
interest of shareholders.
Because of the above condition, the Company's internal controls over financial
reporting were not effective as of September 30, 2012.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to the rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
ITEM 9B. OTHER INFORMATION
None.
27
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND EXECUTIVE OFFICERS
As at September 30, 2012, our directors and executive officers, their ages,
positions held, and duration of such, are as follows:
Date First Elected
Name Position Held with the Company Age or Appointed
---- ------------------------------ --- ------------
Joey Power President, Chief Executive Officer, 34 September 16, 2009
Chief Financial Officer, and Director
BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR
Joey Power is currently employed by Denis Henderson Car Garage based in Marina
Industrial Park, Cork City, Ireland. Mr. Power has been employed there since
1997. Mr. Power is the office and garage manager and is responsible for a staff
of 15 mechanics. Mr. Power obtained a diploma in Mechanical Automobile
Engineering from Cork Institute of Technology in 1997.
TERM OF OFFICE
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
SIGNIFICANT EMPLOYEES
We have no significant employees other than the director and officer described
above.
FAMILY RELATIONSHIPS
There are no family relationships among our directors or officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past ten years, Mr. Power has not been the subject of the following
events:
1. Any bankruptcy petition filed by or against any business of which Mr. Power
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
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. Power's 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.
28
CORPORATE GOVERNANCE
We do not have a compensation committee and we do not have an audit committee
financial expert. We do not have a compensation committee because our Board of
Directors consists of a sole director and we do not pay any compensation at this
time. 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 in the
circumstances of our Company. Further, because we have no operations, at the
present time, we believe the services of a financial expert are not warranted.
CONFLICTS OF INTEREST
The only conflict that we foresee is that our president and director will devote
time to projects that do not involve Almah, Inc. This includes his current
duties as an employee of other companies. Mr. Power has agreed to dedicate
additional time to Almah, Inc., at such a time when it is required.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. We
intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners are complied with in a timely fashion.
AUDIT COMMITTEE
The Company's audit committee is composed of its sole director and officer, Joey
Power.
AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that it does not have an audit committee
member that qualifies as an "audit committee financial expert" as defined in
Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit committee
members are collectively capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. In addition, we believe that retaining an independent director who
would qualify as an "audit committee financial expert" would be overly costly
and burdensome and is not warranted in our circumstances given the early stages
of our development and the fact that we have not generated revenues to date.
ITEM 11. EXECUTIVE COMPENSATION
Currently, our officer and director receives no compensation for his services
during the development stage of our business operations. He is reimbursed for
any out-of-pocket expenses that he incurs on our behalf. In the future, we may
approve payment of salaries for officers and directors, but currently, no such
plans have been approved. We also do not currently have any benefits, such as
health or life insurance, available to our employees.
29
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Joey Power, 2012 0 0 0 0 0 0 0 0
President, 2011 0 0 0 0 0 0 0 0
CEO, CFO and 2010 0 0 0 0 0 0 0 0
Director 2009 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Joey 0 0 0 0 0 0 0 0 0
Power
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Joey Power 0 0 0 0 0 0 0
OPTION GRANTS. There have been no individual grants of stock options to purchase
our common stock made to the executive officer named in the Summary Compensation
Table.
30
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE. There have been no
stock options exercised by the executive officer named in the Summary
Compensation Table.
LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS. There have been no awards made to a
named executive officer in the last completed fiscal year under any LTIP.
COMPENSATION OF DIRECTORS
Directors are permitted to receive fixed fees and other compensation for their
services as directors. The Board of Directors has the authority to fix the
compensation of directors. No amounts have been paid to, or accrued to, our
director in such capacity.
EMPLOYMENT AGREEMENTS
We do not have any employment agreements in place with our sole officer and
director.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the date of this report, the total number
of shares owned beneficially by our director, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholder listed below has direct ownership of his
shares and possesses sole voting and dispositive power with respect to the
shares.
Name and Address of Number of Shares Number of Shares Percentage of
Beneficial Owner Before Offering After Offering Ownership
---------------- --------------- -------------- ---------
Joey Power 4,000,000 4,000,000 67%
Pembroke House,
28-32 Pembroke St Upper
Dublin 2, Ireland
All Officers and
Directors as a Group 4,000,000 4,000,000 67%
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 4,000,000 shares have been issued to the existing stockholder, all of
which are held by our sole officer and director and are restricted securities,
as that term is defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Act. Under Rule 144, such shares can be publicly sold,
subject to volume restrictions and certain restrictions on the manner of sale,
commencing one year after their acquisition. As discussed above, Rule 144 is not
available for the resale of securities issued by any issuer that is or has been
at any time previously a shell unless the issuer meets specified conditions.
CHANGES IN CONTROL
We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change of control of our company.
31
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Joey Power is our sole officer and director. We are currently operating
rent-free basis for administrative purposes. There is no written agreement or
other material terms or arrangements relating to said arrangement.
On July 11, 2011 the Company issued a total of 4,000,000 shares of common stock
to Mr. Power for cash at $0.005 per share for a total of $20,000.
On January 6, 2011, Mr. Power loaned the Company $61. The loan is non-interest
bearing, unsecured and due upon demand.
We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest; however, we intend to do so upon completion
of this offering and, in any event, prior to hiring any additional employees.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During the year ended September 30, 2012, the total fees billed for
audit-related services was $6,250, for tax services was $0 and for all other
services was $0.
During the year ended September 30, 2011, the total fees billed for
audit-related services was $4,275 for tax services was $0 and for all other
services was $0.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are included with this registration statement:
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (filed as an exhibit to our Form S-1
Registration Statement, filed on January 1, 2012 and subsequent
amendments)
3.2 Bylaws (filed as an exhibit to our Form S-1 Registration
Statement, filed on January 1, 2012 and subsequent amendments)
31.1* Certification of Chief Executive Officer and Chief Financial
Officer 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 Certifications under Sarbanes-Oxley
Act of 2002
101* Interactive data files pursuant to Rule 405 of Regulation S-T
----------
* Filed herewith.
32
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.
ALMAH, INC.
By /s/ Joey Power
--------------------------------------
Joey Power
President, Secretary, Treasurer,
Chief Executive Officer and Chief
Financial Officer (Principal Executive
Officer, Principal Accounting Officer
and Principal Financial Officer)
Date: December 27, 2012
33