UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedJanuary 31, 2014
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number333-187669
| ALPHALA CORP. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 68-0682594 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
203 – 29 Gervais Drive | M3C 1Y9 | |
| (Address of principal executive offices) | (Zip Code) |
(416) 444-4427
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| None | N/A | |
| Title of each class | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ]No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 Website, 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 [ ]
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.[X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | |
| Non-accelerated filer [ ] | Smaller reporting company[X] |
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 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.$60,000 as of July 30, 2013
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.250,800,000 as of May 16, 2014
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) under 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).None
EXPLANATORY NOTE
This Amendment No. 1 to the annual report on Form 10-K of Alphala Corp. (“we”, “our”, “us”) for the year ended January 31, 2014 and filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2014 (the “Form 10-K”), is being filed for the purpose of including the reports of our current and former auditors that were omitted from the Form 10-K due to our inability to obtain the consent of our former auditors to include their report in the Form 10-K in a timely manner. It is also being filed for the purpose of including the fees of our former auditors in Item 14 that we were unable to obtain for the same reason.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-K.
| 2 |
Item 8. Financial Statements and Supplementary Data
ALPHALA CORP.
(A DEVELOPMENT STAGE COMPANY)
Audited Financial Statements
TABLE OF CONTENTS
| Page | ||
| F-1 | ||
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-2 | |
| AUDITED FINANCIAL STATEMENTS | ||
| F-3 | ||
| F-4 | ||
| F-5 | ||
| F-6 | ||
| F-7 |
| 3 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Alphala Corp.
203 -29 Gervais Drive
Toronto, Ontario, Canada, M3C 1V9
We have audited the accompanying balance sheets of Alphala Corp. as of January 31, 2014 and the related statement of operations, changes in stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements as of January 31, 2013 and for the period from February 9, 2012 (Inception) to January 31, 2013 were audited by another auditor who expressed an unqualified opinion on March 12, 2013. Our opinion, in so far as it relates to the period from February 9, 2012 (Inception) through January 31, 2013 is based solely on the report of the other auditor.
We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Alphala Corp. as of January 31, 2014, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements the Company has suffered losses from operations since Inception (February 9, 2012) and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| Arvada, Colorado | /s/ Cutler & Co., LLC |
| May 15, 2014 | Cutler & Co., LLC |
| F-1 |
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Alphala Corp.
Henderson, Nevada
I have audited the accompanying balance sheet of Alphala Corp. (a development stage company) as of January 31, 2013, and the related statements of operations, stockholders' equity and cash flows for the period from February 9, 2012 (inception) through January 31, 2013. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Alphala Corp. as of January 31, 2013, and the results of its operations and its cash flows for the period from February 9, 2012 (inception) through January 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
| /s/ Ronald R. Chadwick, P.C. | |
| RONALD R. CHADWICK, P.C. |
Aurora, Colorado
March 12, 2013
| F-2 |
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
| January 31, 2014 | January 31, 2013 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 3,919 | $ | 31,560 | ||||
| Prepaid expenses | 2,333 | - | ||||||
| Income taxes receivable | 264 | - | ||||||
| Total current assets | 6,516 | 31,560 | ||||||
| Total assets | $ | 6,516 | $ | 31,560 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Loan from shareholder | $ | - | $ | 200 | ||||
| Income taxes payable | - | 352 | ||||||
| Total current liabilities | - | 552 | ||||||
| Total liabilities | - | 552 | ||||||
| Stockholders’ Equity | ||||||||
| Common stock, $0.001 par value, 750,000,000 shares authorized; 250,800,000 shares issued and outstanding | 250,800 | 250,800 | ||||||
| Additional paid-in-capital | (215,400 | ) | (221,200 | ) | ||||
| Retained earnings (deficit) | (28,884 | ) | 1,408 | |||||
| Total stockholders’ equity | 6,516 | 31,008 | ||||||
| Total liabilities and stockholders’ equity | $ | 6,516 | $ | 31,560 | ||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
| For the year ended January 31, 2014 | For the Period From Inception (February 9, 2012) to January 31, 2013 | For the period from inception (February 9, 2012) to January 31, 2014 | ||||||||||
| Revenues | $ | - | $ | 2,475 | $ | 2,475 | ||||||
| Operating expenses General and administrative | 30,644 | 715 | 31,359 | |||||||||
| Total operating expenses | 30,644 | 715 | 31,359 | |||||||||
| Net income (loss) from operations | (30,644 | ) | 1,760 | (28,884 | ) | |||||||
| (Provision) credit for corporate income taxes | 352 | (352 | ) | - | ||||||||
| Net income (loss) | $ | (30,292 | ) | $ | 1,408 | $ | (28,884 | ) | ||||
| Loss per share – Basic and Diluted | $ | (0.00 | )* | $ | (0.00 | )* | ||||||
| Weighted Average Shares-Basic and Diluted | 250,800,000 | 129,240,000 | ||||||||||
* denotes a loss of less than $(0.01)
The accompanying notes are an integral part of these financial statements.
| F-4 |
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER’S EQUITY
| Number of common shares | Amount | Additional paid-in capital | Deficit accumulated during development stage | Total stockholders’ equity | ||||||||||||||||
| Balance - February 9, 2012 (Inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Common shares issued for cash at $0.001 per share | 180,000,000 | 180,000 | (174,000 | ) | - | 6,000 | ||||||||||||||
| Common shares issued for cash at $0.01 per share | 70,800,000 | 70,800 | (47,200 | ) | - | 23,600 | ||||||||||||||
| Net income for the period | - | - | - | 1,408 | 1,408 | |||||||||||||||
| Balance - January 31, 2013 | 250,800,000 | $ | 250,800 | $ | (221,200 | ) | $ | 1,408 | $ | 31,008 | ||||||||||
| Forgiveness of loan from shareholder | - | - | 5,800 | - | 5,800 | |||||||||||||||
| Net loss for the year | - | - | - | (30,292 | ) | (30,292 | ) | |||||||||||||
| Balance - January 31, 2014 | 250,800,000 | $ | 250,800 | $ | (215,400 | ) | $ | (28,884 | ) | $ | 6,516 | |||||||||
As retroactively restated for a 29 for one dividend declared on April 14, 2014.
The accompanying notes are an integral part of these financial statements.
| F-5 |
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the year ended | For the period from inception (February 9, 2012) to January 31, 2013 | For the period from inception (February 9, 2012) to January 31, 2014 | ||||||||||
| Operating Activities | ||||||||||||
| Net income (loss) | $ | (30,292 | ) | $ | 1,408 | $ | (28,884 | ) | ||||
| Changes in non-cash working capital items: | ||||||||||||
| Prepaid expenses | (2,333 | ) | - | (2,333 | ) | |||||||
| Income tax receivable | (264 | ) | - | (264 | ) | |||||||
| Income tax payable | (352 | ) | 352 | - | ||||||||
| Net cash provided by (used in) operating activities | (33,241 | ) | 1,760 | (31,481 | ) | |||||||
| Investing Activities | ||||||||||||
| Net cash provided by (used in) investing activities | - | - | - | |||||||||
| Financing Activities | ||||||||||||
| Proceeds from issuance of common stock | - | 29,600 | 29,600 | |||||||||
| Proceeds from loan from shareholder | 5,600 | 200 | 5,800 | |||||||||
| Net cash provided by financing activities | 5,600 | 29,800 | 35,400 | |||||||||
| Net increase (decrease) in cash | (27,641 | ) | 31,560 | 3,919 | ||||||||
| Cash at beginning of the period | 31,560 | - | - | |||||||||
| Cash at end of the period | $ | 3,919 | $ | 31,560 | $ | 3,919 | ||||||
| Supplemental cash flow information: | ||||||||||||
| Cash paid for: | ||||||||||||
| Interest | $ | - | $ | - | $ | - | ||||||
| Taxes | $ | 264 | $ | - | $ | 264 | ||||||
Non-Cash Financing activities | ||||||||||||
| Forgiveness of related party loan | $ | 5,800 | $ | - | $ | 5,800 | ||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2014, THE PERIOD FROM FEBRUARY 9, 2012
(INCEPTION) TO JANUARY 31, 2013 AND THE PERIOD FEBRUARY 9, 2012 (INCEPTION) TO JANUARY 31, 2014
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
ALPHALA CORP. (the “Company”) was incorporated under the laws of the State of Nevada on February 9, 2012 (Inception) and plans to commence operation in the distribution of teeth whitening products. The Company is in the development stage as defined under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities”. For the period from Inception on February 9, 2012 through January 31, 2014 the Company has accumulated losses of $28,884.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements have been prepared in accordance with generally accepted accounting principles as promulgated in the United States of America (“U.S. GAAP”).
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
The Company’s bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At January 31, 2014 and 2013, the Company’s bank deposits did not exceed the insured amounts.
Basic and Diluted Income (Loss) Per Share
The Company computes loss per share in accordance with ASC 260, “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued of outstanding during the twelve months ended January 31, 2014 or the period from February 9, 2012 (Inception) to January 31, 2013.
Income Taxes
The Company accounts for income taxes pursuant to ASC 740, “Income Taxes”. Under ASC 740, deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At January 31, 2014 and 2013, there were no unrecognized tax benefits.
| F-7 |
ALPHALA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2014, THE PERIOD FROM FEBRUARY 9, 2012
(INCEPTION) TO JANUARY 31, 2013 AND THE PERIOD FEBRUARY 9, 2012 (INCEPTION) TO JANUARY 31, 2014
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition”. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the twelve months ended January 31, 2014 and the period from February 9, 2012 (Inception) to January 31, 2013.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the Company’s financial statements.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements and Disclosures”, establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying amounts of financial assets and liabilities, such as cash, prepaid expenses, income taxes receivable and payable and loan from shareholder approximate their fair values because of the short maturity of these instruments.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| F-8 |
ALPHALA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2014, THE PERIOD FROM FEBRUARY 9, 2012
(INCEPTION) TO JANUARY 31, 2013 AND THE PERIOD FEBRUARY 9, 2012 (INCEPTION) TO JANUARY 31, 2014
NOTE 3 – GOING CONCERN
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since Inception (February 9, 2012) resulting in an accumulated deficit of $28,884 as of January 31, 2014 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
NOTE 4 – COMMON STOCK
Common Stock
The Company has 750,000,000 shares of common stock authorized with a par value of $0.001 per share.
On October 22, 2012, the Company issued 180,000,000 shares of its common stock for total proceeds of $6,000.
During the period from October 29, 2012 to December 4, 2012, the Company issued 70,800,000 shares of its common stock for total proceeds of $23,600.
As at January 31, 2014 and 2013, 250,800,000 shares of common stock were issued and outstanding.
Additional paid in Capital
From February 9, 2009 (Inception) through January 31, 2014, the Company’s former sole director and principal shareholder loaned the Company a total of $5,800 to pay for incorporation costs and operating expenses. The loan was non-interest bearing, due upon demand and unsecured. Effective January 31, 2014, the Company’s former sole director and principal shareholder forgave repayment of the $5,800 outstanding loan balance which was credited to additional paid in capital at that time.
NOTE 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
From February 9, 2009 (Inception) through January 31, 2014, the Company’s former sole director and principal shareholder loaned the Company a total of $5,800 to pay for incorporation costs and operating expenses. The loan was non-interest bearing, due upon demand and unsecured. Effective January 31, 2014, the Company’s former sole director and principal shareholder forgave repayment of the $5,800 outstanding loan balance which was credited to additional paid in capital at that time.
| F-9 |
ALPHALA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2014, THE PERIOD FROM FEBRUARY 9, 2012
(INCEPTION) TO JANUARY 31, 2013 AND THE PERIOD FEBRUARY 9, 2012 (INCEPTION) TO JANUARY 31, 2014
NOTE 6 – INCOME TAXES
During the period from February 9, 2009 (Inception) through January 31, 2013, the Company recognized a taxable profit of $1,760, accrued a tax liability of $352 and paid $264 tax in respect of this liability during the twelve months ended January 31, 2014.
During the twelve months ended January 31, 2014, the Company incurred taxable losses of $30,644. $1,760 of these losses can be carried back to offset the $1,760 taxable profits arising in the period from February 9, 2009 (Inception) through January 31, 2013 and accordingly the Company is entitled to a refund of the $264 of tax paid in respect of this period and to recognize a full credit for the $352 tax liability provided for in the prior period. The remaining balance of $28,884 unrelieved tax losses are potentially available to offset taxable profits the Company may generate in the future. The net operating loss carry forward will expire between 203 and 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
When it is more likely than not that a tax asset cannot be realized through future income, the Company must record an allowance against any future potential future tax benefit. The Company provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that it will not earn income sufficient to realize the deferred tax assets during the carry forward periods.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended January 31, 2014 and or the period from February 9, 2009 (Inception) through January 31, 2013 as defined under ASC 740, “Accounting for Income Taxes”. The Company did not recognize any adjustment to the liability for uncertain ta position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.
NOTE 7 – SUBSEQUENT EVENTS
On April 11, 2014, the holders of a majority of the Company’s issued and outstanding common stock approved an increase in its authorized capital from 75,000,000 shares of common stock, par value $0.001, to 750,000,000 shares of common stock, par value $0.001 (the “Authorized Capital Increase”). The purpose of the Authorized Capital Increase was to reorganize the Company’s capital structure in connection with the stock dividend described below. The Company formally effected the Authorized Capital Increase on April 11, 2014 by filing a Certificate of Amendment with the Nevada Secretary of State.
On April 14, 2014, the Company’s sole director approved a stock dividend of 29 authorized but unissued shares of common stock on each one (1) pre-dividend issued and outstanding share of the Company’s common stock. On May 1, 2014, the Company received approval from the Financial Industry Regulatory Authority (FINRA) to effect the stock dividend by way of a forward split, and on the same date, the Company’s shareholders of record on April 25, 2014 received the dividend. As a result of the stock dividend, the Company’s issued and outstanding common stock increased from 8,360,000 (pre-dividend) shares to 250,800,000 (post-dividend) shares. All references to common stock have been reflected retroactively.
The Company has evaluated all other subsequent events through the date of issuance of these financial statements on May 15, 2014 and other than as disclosed above, the Company did not have any material recognizable subsequent events.
| F-10 |
Item 14. Principal Accountant Fees and Services
Audit and Non-Audit Fees
The following table sets forth the fees for professional audit services and the fees billed for other services rendered by our current auditors, Cutler & Co., LLC, and our former auditors, Ronald R. Chadwick, P.C., in connection with the audit of our financial statements for the years ended January 31, 2014 and 2013 as well as reviews of our interim financial statements, services provided in connection with our statutory and regulatory filings or engagements, and any other fees billed for services rendered by our auditors during those years. Cutler & Co., LLC became our auditors on November 28, 2013.
| Year Ended January 31, 2014 ($) | Year Ended January 31, 2013 ($) | |||||||
| Audit fees | 8,500 | - | ||||||
| Audit-related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | 8,500 | - |
In the above table, “audit fees” are fees billed by our auditors for services provided in auditing our annual financial statements. “Audit-related fees” are fees not included in audit fees that are billed by our auditors for assurance and related services that are reasonably related to the performance of the audit review of our financial statements. “Tax fees” are fees billed by our auditors for professional services rendered for tax compliance, advice and planning. “All other fees” are fees billed by our auditors for products and services not included in the foregoing categories.
Policy on Pre-Approval
Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually. The Board, acting as the audit committee, pre-approved all audit related services for the year ended January 31, 2014.
| 4 |
The following documents are filed as a part of this annual report.
| Exhibit Number | Exhibit Description | |
| 3.1 | Articles of Incorporation filed with the Nevada Secretary of State on February 9, 2012 (1) | |
| 3.2 | Bylaws (1) | |
| 3.3 | Certificate of Amendment filed with the Nevada Secretary of State on April 11, 2014 (2) | |
| 10.1 | Sales Distribution Agreement with Aldent LLC dated January 14, 2013 (1) | |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document (3) | |
| 101.SCH | XBRL Taxonomy Extension Schema (3) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (3) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (3) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (3) | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase (3) |
| (1) | Included as an exhibit to our registration statement on Form S-1 filed with the SEC on April 2, 2013. |
| (2) | Included as an exhibit to our current report on Form 8-K filed with the SEC on April 15, 2014. |
| (3) | Included as an exhibit to our annual report on Form 10-K filed with the SEC on May 16, 2014. |
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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.
| Dated: May 28, 2014 | ALPHALA CORP. | |
| By: | /s/ Shaikh M. Shami | |
| Shaikh M. Shami | ||
President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Secretary, Treasurer, Director | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Shaikh M. Shami | President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Secretary, Treasurer, Director | May 28, 2014 | ||
| Shaikh M. Shami |
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