UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A-1
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2013 |
Commission File Number: 000-54745
STARFLICK.COM
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
1361 Peltier Drive
Point Roberts, Washington 98281
(Address of principal executive offices, including zip code.)
(403) 399-3132
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | Securities registered pursuant to section 12(g) of the Act: |
| NONE | NONE |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X] NO [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| | Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
| | Non-accelerated Filer | [ ] | Smaller Reporting Company | [X] |
| | (Do not check if 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 [ ] NO [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2013: $0.00.
As of June 27, 2013, 6,042,500 shares of the registrant’s common stock were outstanding.
REASON FOR AMENDMENT
We are amending Item 5 (Market for Our Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities) of our Annual Report on Form 10-K for the fiscal year March 31, 2013 to correct the disclosure regarding the completion of our public offering. No other changes have been made to our Form 10-K and this Amendment has not been updated to reflect events occurring subsequent to the filing of our Form 10-K.
TABLE OF CONTENTS
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| Market for Our Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 3 |
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| Exhibits and Financial Statement Schedules. | 4 |
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| 5 |
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| 6 |
| MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.
Dividends
We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (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 their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Securities Authorized for Issuance Under Equity Compensation Plans
We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.
Status of Our Public Offering
On March 29, 2012, our Form S-1 registration statement (SEC file no. 333-174833) was declared effective by the SEC. Pursuant to the S-1, we offered 1,000,000 shares minimum, 2,000,000 shares maximum at an offering price of $0.10 per share in a direct public offering, without any involvement of underwriters or broker-dealers. On December 20, 2012, we sold approximately 1,042,500 shares of common stock and raised $104,250.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| | | Incorporated by reference | |
| Exhibit | Document Description | Form | Date | Number | Filed herewith |
| | | | | | |
| 3.1 | Articles of Incorporation. | S-1 | 6/10/11 | 3.1 | |
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| 3.2 | Bylaws. | S-1 | 6/10/11 | 3.2 | |
| | | | | | |
| 14.1 | Code of Ethics. | 10-K | 6/22/12 | 14.1 | |
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| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
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| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | X |
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| 99.2 | Audit Committee Charter. | 10-K | 6/22/12 | 99.2 | |
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| 99.3 | Disclosure Committee Charter. | 10-K | 6/22/12 | 99.3 | |
| | | | | | |
| 101.INS | XBRL Instance Document. | 10-K | 7/01/13 | 101.INS | |
| | | | | | |
| 101.SCH | XBRL Taxonomy Extension – Schema. | 10-K | 7/01/13 | 101.SCH | |
| | | | | | |
| 101.CAL | XBRL Taxonomy Extension – Calculations. | 10-K | 7/01/13 | 101.CAL | |
| | | | | | |
| 101.DEF | XBRL Taxonomy Extension – Definitions. | 10-K | 7/01/13 | 101.DEF | |
| | | | | | |
| 101.LAB | XBRL Taxonomy Extension – Labels. | 10-K | 7/01/13 | 101.LAB | |
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| 101.PRE | XBRL Taxonomy Extension – Presentation. | 10-K | 7/01/13 | 101.PRE | |
Pursuant to the requirements of Section 13 or 15(d) the Securities Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized on this 24th day of April, 2014.
| | STARFLICK.COM |
| | |
| | BY: | ZOLTAN NAGY |
| | | Zoltan Nagy |
| | | President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors |
Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| Signature | Title | Date |
| | | |
| ZOLTAN NAGY | President, Principal Executive Officer, Principal | April 24, 2014 |
| Zoltan Nagy | Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors | |
| | | Incorporated by reference | |
| Exhibit | Document Description | Form | Date | Number | Filed herewith |
| | | | | | |
| 3.1 | Articles of Incorporation. | S-1 | 6/10/11 | 3.1 | |
| | | | | | |
| 3.2 | Bylaws. | S-1 | 6/10/11 | 3.2 | |
| | | | | | |
| 14.1 | Code of Ethics. | 10-K | 6/22/12 | 14.1 | |
| | | | | | |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 99.2 | Audit Committee Charter. | 10-K | 6/22/12 | 99.2 | |
| | | | | | |
| 99.3 | Disclosure Committee Charter. | 10-K | 6/22/12 | 99.3 | |
| | | | | | |
| 101.INS | XBRL Instance Document. | 10-K | 7/01/13 | 101.INS | |
| | | | | | |
| 101.SCH | XBRL Taxonomy Extension – Schema. | 10-K | 7/01/13 | 101.SCH | |
| | | | | | |
| 101.CAL | XBRL Taxonomy Extension – Calculations. | 10-K | 7/01/13 | 101.CAL | |
| | | | | | |
| 101.DEF | XBRL Taxonomy Extension – Definitions. | 10-K | 7/01/13 | 101.DEF | |
| | | | | | |
| 101.LAB | XBRL Taxonomy Extension – Labels. | 10-K | 7/01/13 | 101.LAB | |
| | | | | | |
| 101.PRE | XBRL Taxonomy Extension – Presentation. | 10-K | 7/01/13 | 101.PRE | |
