As filed with the Securities and Exchange Commission on February 24, 2012
Registration No. 333-178883
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT NO. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALMAH, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
5531
(Primary Standard Industrial Classification Code Number)
46-0524102
(IRS Employer Identification No.)
Pembroke House, 28-32 Pembroke St Upper, Dublin 2,
Ireland Telephone 353-871536401
(Address and telephone number of registrant's principal executive offices)
Joey Power, President
Almah, Inc.Pembroke House, 28-32 Pembroke St Upper, Dublin 2, Ireland
Telephone 353-871536401
Val-U-Corp Services, Inc.1802 North Carson Street Suite 108
Carson City, Nevada 89701
Telephone: 775-887-8853 (US)
(Name, address and telephone number of agent for service)
Copies of all communications to:
Kristen A. Baracy, Esq.
Carol S. McMahan, Esq.
Synergy Law Group, LLC
730 West Randolph Street, 6th Floor
Chicago, IL 60661
312-454-0015
Fax 312-454-0261
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (1) Price Fee (2)
--------------------------------------------------------------------------------
Common Stock 4,000,000 $0.01 $40,000 $4.59
================================================================================
(1) This is an initial offering and no current trading market exists for our
common stock. The price paid for the currently issued and outstanding
common stock was valued at $.005 per share.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
There is no current market for the securities. Although the registrant's common
stock has a par value of $0.001, the registrant has valued the common stock in
good faith and for the purposes of the registration fee, based on $0.01 per
share. In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall automatically
be increased to cover the additional shares of common stock issuable pursuant to
Rule 416 under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED __, 2012
PROSPECTUS
ALMAH, INC.
4,000,000 SHARES OF COMMON STOCK
$0.01 PER SHARE
NO MINIMUM
----------------------------------------
This is the initial offering of Common Stock of Almah, Inc. (the "Company") and
no public market exists for the securities being offered. Almah, Inc. is
offering for sale a total of 4,000,000 shares of its Common Stock on a
"self-underwritten", best efforts basis. The shares will be offered at a fixed
price of $0.01 per share for a period not to exceed 180 days from the date of
this prospectus, unless extended by our Board of Directors for an additional 90
days. There is no minimum number of shares required to be purchased. This
offering is on a best efforts basis, meaning that the Company is not required to
sell any specific number or dollar amount of securities but will use its best
efforts to sell the securities offered. The Company has made no arrangements to
place subscription funds in an escrow, trust or similar account which means that
funds from the sale of the shares will be immediately available to the Company
for use in its business plan. See "Use of Proceeds" and "Plan of Distribution".
Almah, Inc. is a development stage, start-up company and currently has no
operations. Any investment in the shares offered herein involves a high degree
of risk. You should purchase shares only if you can afford a complete loss of
your investment.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY,
THE RISK FACTORS SECTION, BEGINNING ON PAGE 5.
Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved these securities, or passed upon the
accuracy or adequacy of the disclosures in the prospectus. Any representation to
the contrary is a criminal offense.
Offering Total
Price Amount of Underwriting Proceeds
Per Share Offering Commissions to Us
--------- -------- ----------- -----
Common Stock $0.01 $40,000 $0 $40,000
SUBSCRIPTION INFORMATION
Subscribers purchasing the shares should make checks payable to Almah, Inc.
Subscribers should also complete a Subscription Agreement, the form of which is
attached as Appendix 10.1 to this prospectus. Additional copies of the
Subscription Agreement may be obtained by writing or calling the Company at its
office: Telephone 353-871536401
TABLE OF CONTENTS
Page No.
--------
SUMMARY OF PROSPECTUS 3
RISK FACTORS 5
FORWARD LOOKING STATEMENTS 12
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 15
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES 15
PLAN OF DISTRIBUTION 16
DESCRIPTION OF SECURITIES 18
INTEREST OF NAMED EXPERTS AND COUNSEL 19
DESCRIPTION OF OUR BUSINESS 19
DESCRIPTION OF PROPERTY 23
LEGAL PROCEEDINGS 23
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 23
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 25
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 29
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 29
EXECUTIVE COMPENSATION 30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS 32
INDEMNIFICATION 33
AVAILABLE INFORMATION 33
FINANCIAL STATEMENTS 33
2
ALMAH, INC.
Pembroke House, 28-32 Pembroke St Upper, Dublin 2, Ireland
SUMMARY OF PROSPECTUS
You should read the following summary together with the more detailed business
information, financial statements and related notes that appear elsewhere in
this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we," "us," "our," the "Company" and "Almah" refer to Almah, Inc.
GENERAL INFORMATION ABOUT OUR COMPANY
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. The
content of our website is not part of this Prospectus.
We are a development stage company and have not yet launched operations or
generated any revenues. The Company currently has no plans to merge with another
company; we plan to implement our business plan as set forth in the Registration
Statement. 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 this offering. Currently
our President devotes approximately 20 hours a week to the business of the
Company. We will require the funds from this offering in order to implement our
business plan as discussed in the "Plan of Operation" section of this
prospectus.
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.
THE OFFERING
Following is a brief summary of this offering. Please see the "Plan of
Distribution" section for a more detailed description of the terms of the
offering.
Securities Being Offered: 4,000,000 shares of common stock, par value $.001,
on a best-efforts basis
Offering Price per Share: $0.01
Offering Period: The shares are being offered for a period not to
exceed 180 days, unless extended by our Board of
Directors for an additional 90 days
Net Proceeds to Our Company: $40,000, if all the shares are sold
Use of Proceeds: We intend to use the proceeds to commence our
business operations.
Number of Shares Outstanding
Before the Offering: 4,000,000
Number of Shares Outstanding
After the Offering: 8,000,000, if all the shares are sold
Joey Power, our sole officer and director, does not intend to purchase any
shares in this offering.
3
SELECTED FINANCIAL DATA
The following financial information summarizes the more complete historical
financial information at the end of this prospectus. Total Expenses are composed
of website design and banking costs.
As of December 31, 2011
-----------------------
BALANCE SHEET
Total Assets $14,156
Total Liabilities $ 61
Stockholder's Equity $14,095
Period from
September 16, 2009
(date of inception) to
December 31, 2011
-----------------
INCOME STATEMENT
Revenue $ 0
Total Expenses $ 5,905
Net Loss $(5,905)
4
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe are all of
the material risks involved if you decide to purchase shares in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
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.
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 not yet 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 DO NOT YET HAVE ANY SUBSTANTIAL ASSETS OR OPERATIONS AND ARE TOTALLY
DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FUND OUR BUSINESS. IF WE DO NOT
SELL THE SHARES IN THIS OFFERING, WE WILL HAVE TO SEEK ALTERNATIVE FINANCING OR
RAISE ADDITIONAL CAPITAL TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.
The only cash currently available is the cash paid by our founder for the
acquisition of his shares. In the event we do not sell all of the shares, there
can be no assurance that we would be able to raise the additional funding needed
to implement our business plans. If we sell only a portion of the shares, the
5
implementation of our business plan will be significantly delayed until we
obtain other sources of funding. We have no plans in place to raise additional
funds.
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. The timing of the completion of the milestones needed to
commence operations and generate revenues is contingent on the success of 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.
* 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.
6
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:
* 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.
7
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.
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
8
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.
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.
9
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 salesat 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.
10
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 ASSOCIATED WITH THIS OFFERING:
THE OFFERING PRICE OF OUR SHARES IS ARBITRARY.
The offering price of our shares has been determined arbitrarily by the Company
and bears no relationship to the Company's assets, book value, potential
earnings or any other recognized criteria of value.
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.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES. UNLESS WE ARE SUCCESSFUL IN SELLING A NUMBER OF THE SHARES, WE MAY
HAVE TO SEEK ALTERNATIVE FINANCING TO IMPLEMENT OUR BUSINESS PLANS AND YOU MAY
SUFFER A DILUTION TO, OR LOSE, YOUR ENTIRE INVESTMENT.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our sole officer and director, who will receive no commissions. He will offer
the shares to friends, relatives, acquaintances and business associates.
However, there is no guarantee that he will be able to sell any of the shares.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
There is presently no demand for our common stock and no public market exists
for the shares being offered in this prospectus. We plan to contact a market
maker immediately following the effectiveness of this Registration Statement to
file an application to have our shares quoted on the OTC Electronic Bulletin
Board (OTCBB). The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. The OTCBB is not an issuer listing service, market or
exchange. Although the OTCBB does not have any listing requirements per se, to
be eligible for quotation on the OTCBB, issuers must remain current in their
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filings with the SEC or applicable regulatory authority. Market Makers are not
permitted to begin quotation of a security whose issuer does not meet this
filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved or that our
stock will be quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Almah, Inc.or anyone acting on our behalf
with any market maker regarding participation in a future trading market for our
securities. If no market is ever developed for our common stock, it will be
difficult for you to sell any shares you purchase in this offering. In such
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired his shares at a cost of $0.005 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this offering. Accordingly, any investment you make in these
shares will result in the immediate and substantial dilution of the net tangible
book value of those shares from the $0.01 you pay for them. Upon completion of
the offering, the net tangible book value of your shares will be $0.007 per
share, $0.003 less than what you paid for them.
THERE IS NO GUARANTEE ALL OF THE FUNDS RAISED IN THE OFFERING WILL BE USED AS
OUTLINED IN THIS PROSPECTUS.
We have committed to use the proceeds raised in this offering for the uses set
forth in the "Use of Proceeds"section. However, certain factors beyond our
control, such as increases in certain costs, could result in the Company being
forced to reduce the proceeds allocated for other uses in order to accommodate
these unforeseen changes. The failure of our management to use these funds
effectively could result in unfavorable returns. This could have a significant
adverse effect on our financial condition and could cause the price of our
common stock to decline.
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.
After the completion of this offering, if we are able to sell all of the shares
being offered, our executive officer and director will own 50% of our common
stock. He will have 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.
FORWARD LOOKING STATEMENTS
This Prospectus contains projections and statements relating to the Company that
constitute "forward-looking statements." These forward-looking statements may be
identified by the use of predictive, future-tense or forward-looking
terminology, such as "intends," "believes," "anticipates," "expects,"
"estimates," "may," "will," "might," "outlook," "could," "would," "pursue,"
"target," "project," "plan," "seek," "should," "assume," or similar terms or the
negatives thereof. Such statements speak only as of the date of such statement,
and the Company undertakes no ongoing obligation to update such statements.
These statements appear in a number of places in this Prospectus and include
12
statements regarding the intent, belief or current expectations of the Company,
and its respective directors, officers or advisors with respect to, among other
things:
* trends affecting the Company's financial condition, results of
operations or future prospects
* the Company's business and growth strategies
* the Company's financing plans and forecasts
* the factors that we expect to contribute to our success and our
ability to be successful in the future
* our business model and strategy for realizing positive results when
normalized business volumes resume
* competition, including expansion of video gaming into additional
locations within Illinois, the impact of competition on our
operations, our ability to respond to such competition and our
expectations regarding continued competition in the markets in which
we compete;
* expenses
* our expectations with respect to continued disruptions in the global
capital markets and reduced levels of consumer spending and the impact
of these trends on our financial results
* our ability to meet our projected operating and maintenance capital
expenditures and the costs associated with our expansion, renovation
and development of new projects
* our ability to pay dividends or to pay any specific rate of dividends,
if declared
* the impact of new accounting pronouncements on our financial
statements
* that our cash flows from operating activities will be sufficient to
meet our projected operating and maintenance capital expenditures for
the next twelve months
* our market risk exposure and efforts to minimize risk
* development opportunities within Illinois and our ability to
successfully take advantage of such opportunities
* regulations, including anticipated taxes, tax credits or tax refunds
expected and the ability to receive and maintain necessary approvals
for our projects
* the outcome of various tax audits and assessments, including appeals
thereof, timing of resolution of such audits, our estimates as to the
amount of taxes that will ultimately be owed and the impact of these
audits on our financial statements
* our overall outlook including all statements under MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
* that estimates and assumptions made in the preparation of financial
statements in conformity with US GAAP may differ from actual results
and
* expectations, plans, beliefs, hopes or intentions regarding the
future.
Potential investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve significant risks and
uncertainties, and that, should conditions change or should any one or more of
the risks or uncertainties materialize or should any of the underlying
assumptions of the Company prove incorrect, actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors, some of which are unknown. The factors that could adversely affect the
actual results and performance of the Company include, without limitation:
* the Company's inability to raise additional funds to support
operations and capital expenditures
* the Company's inability to effectively manage its growth
* the Company's inability to achieve greater and broader market
acceptance in existing and new market segments
* the Company's inability to successfully compete against existing and
future competitors
* the effects of intense competition that exists in the gaming industry
* the economic downturn and its effect on consumer spending
* the fact that our expansion, development and renovation projects
(including enhancements to improve property performance) are subject
to many risks inherent in expansion, development or construction of a
new or existing project including poor performance or nonperformance
of any of our partners or third parties upon whom we are relying in
connection with any of our projects
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* the risk that negative industry or economic trends, including the
market price of our common stock trading below its book value, reduced
estimates of future cash flows, disruptions to our business, slower
growth rates or lack of growth in our business, may result in
significant write-downs or impairments in future period
* the effects of events adversely impacting the economy or the regions
from which we draw a significant percentage of our customers,
including the effects of the current economic recession, war,
terrorist or similar activity or disasters
* the effects of energy price increases on our cost of operations and
our revenues
* financial community perceptions of our Company and the effect of
economic, credit and capital market conditions on the economy and the
automotive parts industry and
* other factors described elsewhere in this Prospectus, or other
reasons.
Potential investors are urged to carefully consider such factors. All
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by the foregoing cautionary
statements and the "Risk Factors" described herein.
USE OF PROCEEDS
If all the shares are sold the gross proceeds from this offering will be
$40,000. We expect to disburse the proceeds from this offering in the priority
set forth below, within the first 12 months after successful completion of this
offering:
Proceeds to Us: $40,000
Advertising and Marketing $10,450
Website design $ 6,000
Accounting, Auditing and Legal $10,450
Office and Administration $ 5,000
Working Capital $ 8,100
Additional expenses related to this offering will be paid using current assets
of the Company. The cash balance at September 30, 2011 is 17,925. Costs
associated with this offering are estimated as follows: Legal $4,000,
Audit/Accounting $6,000, EDGAR $1,500, Transfer Agent Fees $1,000, SEC
Registration Fee $4.66, Initial Website work $2,000, Miscellaneous and banking
$494.34.
In the event that the Company sells 25, 50 or 75% of the offered shares, we
expect to disburse the net proceeds as follows:
25% 50% 75%
------- ------- -------
Proceeds to Us: $10,000 $20,000 $30,000
Advertising and Marketing $ 1,000 $ 5,000 $ 7,500
Website Design $ 2,500 $ 3,000 $ 4,500
Accounting, Auditing and Legal $ 6,000 $10,450 $10,450
Office and Administration $ 500 $ 1,550 $ 5,000
Working Capital $ 0 $ 0 $ 2,550
In the case that we sell less than the maximum offering our number one priority
for the use of proceeds would be our website design as our business is based on
having our products available online. Our second priority would be the fees
associated with maintaining our status as a public company, including audit and
legal fees.
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There is no guarantee we will be able to sell the shares being offered in this
prospectus. If we are unable to sell enough shares to complete our plan of
operations our business could fail.
DETERMINATION OF OFFERING PRICE
The offering price of $0.01 per share has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a company. In determining the number of
shares to be offered and the offering price we took into consideration our
capital structure and the amount of money we would need to implement our
business plans. Accordingly, the offering price should not be considered an
indication of the actual value of our securities.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering.
Net tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
As of December 31, 2011, the net tangible book value of our shares was $14,095
or approximately $.004 per share, based upon 4,000,000 shares outstanding.
Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of all the shares and receipt of the total proceeds of
$40,000, the net tangible book value of the 8,000,000 shares to be outstanding
will be $54,095, or approximately $.007 per Share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (4,000,000 shares)
will be increased by $.003 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.01 per Share) of $.003 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.007 per share, reflecting an immediate reduction in the $.01
price per share they paid for their shares.
After completion of the offering, the existing stockholder will own 50% of the
total number of shares then outstanding, for which he will have made a cash
investment of $20,000, or $.005 per Share. Upon completion of the offering, the
purchasers of the shares offered hereby will own 50% of the total number of
shares then outstanding, for which they will have made a cash investment of
$40,000, or $.01 per Share.
The following table illustrates the per share dilution to the new investors and
does not give any effect to the results of any operations subsequent to December
31, 2011:
Price Paid per Share by Existing Stockholder $ .005
Public Offering Price per Share $ .01
Net Tangible Book Value Prior to this Offering $ .004
Net Tangible Book Value After this Offering $ .007
Increase in Net Tangible Book Value per Share Attributable to
cash payments from purchasers of the shares offered $ .003
Immediate Dilution per Share to New Investors $ .003
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The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per Share
paid by our existing stockholder and by new investors in this offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Shareholder $.005 4,000,000 50% $20,000
Investors in
this Offering $.01 4,000,000 50% $40,000
PLAN OF DISTRIBUTION
SHARES IN THE OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR
The offering consists of a maximum of 4,000,000 shares of common stock to be
sold by Almah, Inc. The offering price for the 4,000,000 shares of common stock
to the public will be fixed at $0.01 per share for the duration of the offering.
This is a self-underwritten offering and will be conducted on a best-efforts
basis utilizing the efforts of our sole officer and director, Joey Powers. This
Prospectus is part of a registration statement under which, upon its
effectiveness, our sole officer and director will sell the Shares directly to
the public with no commission or other remuneration payable to him for any
Shares he sells. There are no plans or arrangements to enter into any contracts
or agreements to sell the Shares with a broker or dealer. Joey Power, our
officer and director, will sell the shares and intends to offer them to friends,
family members and business acquaintances. In offering the securities on our
behalf, he will rely on the safe harbor from broker dealer registration set out
in Rule 3a4-1 under the Securities Exchange Act of 1934.
He will not register as a broker-dealer pursuant to Section 15 of the Securities
Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those
conditions under which a person associated with an Issuer may participate in the
offering of the Issuer's securities and not be deemed to be a broker-dealer.
a. Our officer and director is not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39)of the
Act, at the time of his participation; and
b. Our officer and director will not be compensated in connection with
his participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities; and
c. Our officer and director is not, nor will he be at the time of his
participation in the offering, an associated person of a
broker-dealer; and
d. Our officer and our director meets the conditions of paragraph
(a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily
performs, or is intended primarily to perform at the end of the
offering, substantial duties for or on behalf of our Company, other
than in connection with transactions in securities; and (B) is not a
broker or dealer, or been associated person of a broker or dealer,
within the preceding twelve months; and (C) has not participated in
selling and offering securities for any Issuer more than once every
twelve months other than in reliance on Paragraphs (a)(4)(i)
(a)(4)(iii).
Our sole officer and director does not intend to purchase any shares in this
offering.
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The Company seeks a registered public offering with the United States Securities
and Exchange Commission because the capital markets of the United States are
more liquid than European markets, especially Ireland (in the opinion of the
Company). The Company is seeking to maximize the investment made by its
shareholders in the Company. Further, Mr. Power has friends, family members and
business acquaintances outside of Europe, some who reside in the United States,
who are all potential investors. Thus, by registering the shares in the United
States it gives more incentive for any U.S. investors to purchase shares in the
offering, assuring the Company is compliant with the U.S. Securities and
Exchange Commission's disclosure requirements.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.01 per share until the
completion of this offering. There is no minimum subscription required per
investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and continue for a
period not to exceed 180 days (the "Expiration Date"), unless extended by our
Board of Directors for an additional 90 days.
DEPOSIT OF OFFERING PROCEEDS
This is a "best efforts" offering, so the Company is not required to sell any
specific number or dollar amount of securities but will use its best efforts to
sell the securities offered. The Company has made no arrangements to place
subscription funds in an escrow, trust or similar account which means that all
funds collected for subscriptions will be immediately available to the Company
for use in the implementation of its business plan.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you must:
* execute and deliver a subscription agreement
* deliver a check payable to Almah, Inc. or certified funds to us in an
amount equal to the total purchase price for the number of shares you
wish to purchase to the following address:
Almah, Inc.
-------------------------------------------
-------------------------------------------
Attention:
------------------------------------------
Subscribers will receive share certificates via mail to the address listed on
the subscription agreement.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them
SECTION 15(g) OF THE EXCHANGE ACT
Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934,
as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder.
They impose additional sales practice requirements on broker/dealers who sell
our securities to persons other than established customers and accredited
17
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). While Section 15(g) and Rules
15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny
stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny
stocks unless the broker/dealer has first provided to the customer a
standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for
a customer unless the broker/dealer first discloses to the customer the amount
of compensation or other remuneration received as a result of the penny stock
transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction,
other than one exempt under Rule 15g-1, disclose to its customer, at the time of
or prior to the transaction, information about the sales person's compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their
customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the
customer's account; obtain a written agreement from the customer setting forth
the identity and quantity of the stock being purchased; obtain from the customer
information regarding his investment experience; make a determination that the
investment is suitable for the investor; deliver to the customer a written
statement for the basis for the suitability determination; notify the customer
of his rights and remedies in cases of fraud in penny stock transactions; and,
the 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. The application of the penny
stock rules may affect your ability to resell your shares.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. The holders of our common stock (i) have equal ratable
rights to dividends from funds legally available therefor, when, as and if
declared by our Board of Directors; (ii) are entitled to share in all of our
assets available for distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs; (iii) do not have preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote.
VOTING RIGHTS
Directors of the Company are elected at the annual meeting of stockholders by a
plurality of the votes cast at the election. Holders of shares of our common
stock do not have cumulative voting rights, which means that the holders of more
than 50% of the outstanding shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose, and, in such event,
the holders of the remaining shares will not be able to elect any of our
directors. After this offering is complete and presuming all the shares are
sold, the present stockholder will own 50% of our outstanding shares and the
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purchasers in this offering will own, in the aggregate, 50% or our outstanding
shares. Stockholders have no pre-emptive rights.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our audited financial statements for the period from inception to September 30,
2011, included in this prospectus has been audited by Paritz & Company, P.A. We
include the financial statements in reliance on their report, given upon their
authority as experts in accounting and auditing.
The Law Offices of Synergy Law Group, LLC, 730 W. Randolph Street, Chicago,
Illinois 60661 has passed upon the validity of the shares being offered and
certain other legal matters and is representing us in connection with this
offering.
DESCRIPTION OF OUR BUSINESS
GENERAL INFORMATION
Almah, Inc. was incorporated in the State of Nevada on September 16, 2009. We
were formed to distribute spare automobile parts online.
We are still in the development stage, have not yet commenced business
operations or generated revenues. We have been issued an opinion by our auditors
that raised substantial doubt about our ability to continue as a going concern
based on our current financial position.
Our 12-month budget is based on minimum operations which will be completely
funded by the $40,000 we intend to raise through this offering. We estimate
sales to begin in within 90 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
raise funding through this offering and 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 beyond the 12-month budget funded by the proceeds of the
offering, if it is completed, 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
19
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.
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
20
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.
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.
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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.
We currently have no patents or trademarks for our brand name; however, as
business is established and operationscommence, 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.
22
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.
DESCRIPTION OF PROPERTY
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.
LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of our common stock. Following
completion of this offering, we intend to apply to have our common stock quoted
on the Over-the-Counter Bulletin Board.
PENNY STOCK RULES
The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
a. contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
b. contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
c. contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
d. contains a toll-free telephone number for inquiries on disciplinary
actions;
23
e. defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
f. contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
a. the bid and offer quotations for the penny stock;
b. the compensation of the broker-dealer and its salesperson in the
transaction;
c. the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
d. monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
SHARES AVAILABLE FOR FUTURE SALE
Upon completion of this oOffering, based on our outstanding shares as of the
date of this Prospectus, we will have outstanding an aggregate of 8,000,000
shares of our common stock, assuming the sale of the maximum number of shares
offered hereunder. Of these shares, upon effectiveness of the registration
statement of which this prospectus forms a part, the 4,000,000 ahares covered
hereby will be freely transferable without restriction or further registration
under the Securities Act.
The remaining 4,000,000 restricted shares of common stock then outstanding are
owned by our sole officer and director, known as our "affiliate," and may not be
resold in the public market except in compliance with the registration
requirements of the Securities Act or under an exemption under Rule 144 under
the Securities Act, if available, or otherwise.
The outstanding shares of our common stock not included in this prospectus will
be available for sale in the public market as follows:
PUBLIC FLOAT
Of our outstanding shares, 4,000,000 shares are beneficially owned by our sole
officer and director.
RULE 144
In general, under Rule 144, as currently in effect, a person, other than an
affiliate, who has beneficially owned securities for at least six months,
including the holding period of prior owners is entitled to sell his or her
shares without any volume limitations; an affiliate, however, can sell such
number of shares within any three-month period as does not exceed the greater
of:
* 1% of the number of shares of common stock then outstanding, or
* the average weekly trading volume of common stock on the OTC Bulletin
Board during the four calendar weeks preceding the filing of a notice
on Form 144 with respect to that sale.
Sales under Rule 144 are also subject to manner-of-sale provisions, notice
requirements and the availability of current public information about an issuer.
In order to effect a Rule 144 sale of common stock, the transfer agent requires
24
an opinion from legal counsel. Further, the six month holding period is
applicable only to issuers who have been subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934 for at least 90
days.
As of the date of this Prospectus, no shares of our common stock are available
for sale under Rule 144.
RESTRICTIONS ON THE USE OF RULE 144 BY FORMER SHELL COMPANIES
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 company unless the following
conditions have been met:
* the issuer of the securities that was formerly a shell company has
ceased to be a shell company;
* the issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act;
* the issuer of the securities has filed all Exchange Act reports and
material required to be filed, as applicable, during the preceding 12
months (or such shorter period that the issuer was required to file
such reports and materials), other than Form 8-K reports; and
* at least one year has elapsed from the time that the issuer filed
current Form 10 type information with the SEC reflecting its status as
an entity that is not a shell company.
HOLDERS OF OUR COMMON STOCK
As of the date of this Prospectus, we have one stockholder of record.
REPORTS
Upon the effectiveness of the Registration Statement of which this Prospectus is
a part, we will be subject to certain reporting requirements and will file with
the SEC annual reports including annual financial statements, certified by our
independent accountants, and un-audited quarterly financial statements in our
quarterly reports filed electronically with the SEC. All reports and information
filed by us can be found at the SEC website, www.sec.gov.
STOCK TRANSFER AGENT
We do not have a stock transfer agent at this time.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
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. The
content of our website is not part of this Prospectus.
We are a development stage company and have not yet launched operations or
generated any 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 this
offering. Currently our President devotes approximately 20 hours a week to the
Company. We will require the funds from this offering in order to implement our
business plan as discussed in the "Plan of Operation" section of this
prospectus.
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.
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The automotive aftermarket industry has recently benefitted from the challenging
economic environment as people have kept their vehicles longer. Other favorable
industry dynamics include a modest increase in miles driven, an increase in
number and average age of vehicles and relatively stable gas prices. Many of
these favorable industry dynamics are continuing. We anticipate miles driven
will continue to increase over the long-term future based on historical trends
and the increasing number of vehicles on the road. However, there is the
potential of market pressure from the recent increase in gas prices and the
rebound of new car sales. We believe that our focus on differentiating our
business through our planned strategies of furnishing quality products combined
with superior customer service will allow us to participate in a meaningful
share of the total automotive aftermarket in Ireland.
RESULTS OF OPERATIONS
We have generated no revenue since inception and have incurred $5,905 in
miscellaneous expenses through December 31, 2011.
The following table provides selected financial data about our Company for the
period from the date of incorporation through December 31, 2011. For detailed
financial information, see the financial statements included in this prospectus.
Balance Sheet Data: 12/31/2011
------------------- ----------
Cash $14,156
Total assets $14,156
Total liabilities $ 61
Stockholders' equity $14,095
Other than the shares offered by this prospectus, no other source of capital has
been has been identified or sought. If we experience a shortfall in operating
capital prior to funding from the proceeds of this offering, our director has
verbally agreed to advance the Company funds to complete the registration
process.
GOING CONCERN
In our audited financial statements as of September 30, 2011 we were issued an
opinion by our auditors that raised substantial doubt about our ability to
continue as a going concern based on our current financial position.
PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
The following milestones are estimates only. The working capital requirements
and the projected milestones are approximations only and subject to adjustment
based on costs and needs. Our 12-month budget is based on minimum operations
which will be completely funded by the $40,000 we intend to raise through this
offering. We estimate sales to begin in within 90 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.
PLAN OF OPERATION
At present management will concentrate on the completion of the Registration
Statement and utilize this time to also begin putting together a database of
potential customers.
COMPLETE OUR PUBLIC OFFERING:
We expect to complete our public offering within 150 days after our Registration
Statement is declared effective by the Securities and Exchange Commission. We
intend to concentrate all our efforts on raising capital during this period. We
do not plan to begin business operations until we complete our public offering.
26
Once we have completed our offering, our specific business plan for the six
months thereafter is as follows:
FINALIZE WEBSITE (1 MONTH):
Some initial work will take place on the website as current funds allow as we
prepare our Registration Statement and complete our public offering. Once we
have completed our public offering, 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 $10,450 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')
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 after the completion of this
offering. 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 this offering may not be enough to meet the
27
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.
Based on raising $40,000 from our offering, we have budgeted the following
amounts over the next 12 months:
Advertising and Marketing $10,450
Website design $ 6,000
Accounting, Auditing and Legal $10,450
Office and Administration $ 5,000
Working Capital $ 8,100
These amounts may be adjusted based upon sales and revenue.
SUMMARY
In summary, we intend to begin web development, and marketing our products
within 150 days of completing our offering. 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
FROM INCEPTION ON SEPTEMBER 16, 2009 TO DECEMBER 31, 2011
As of the date of this prospectus, we have yet to generate any revenues from our
business operations.
Our loss since inception is $5,905. We have not started our proposed business
operations and we have no plans to do so until we have completed this offering.
To the extent that we are able and if market conditions allow, we expect to
begin operations 150 days after we complete this offering.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we sold 4,000,000 shares of common stock to our officers and
directors for $20,000.
As of December 31, 2011, our total assets were $14,156 and our total liabilities
were $61 comprised of $61 owed to Joey Power, an officer and director of the
Company.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited financial and
managerial resources, lack of managerial experience and possible cost overruns
due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable
terms or at all. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing stockholders.
28
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
REVENUE RECOGNITION
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors of the Company are elected by the stockholders to a term of one year
and serve until their successors are elected and qualified. Officers of the
Company are appointed by the Board of Directors to a term of one year and serve
until their successors are duly appointed and qualified, or until the officer is
removed from office. The Board of Directors has no nominating, auditing or
compensation committees.
The name, address, age and position of our officer and director is set forth
below:
Name and Address Age Position(s)
---------------- --- -----------
Joey Power 34 President, Secretary,
Pembroke House, 28-32 Pembroke St Upper Chief Financial Officer,
Dublin 2 Ireland Chief Executive Officer,
Sole Director
The person named above has held his offices/positions since the inception of our
Company and is expected to hold said offices/positions until the next annual
meeting of our stockholders. The officer and director is our only officer,
director, promoter and control person.
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.
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.
29
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.
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.
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.
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, 2011 0 0 0 0 0 0 0 0
President, 2010 0 0 0 0 0 0 0 0
CEO, CFO and 2009 0 0 0 0 0 0 0 0
Director
30
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 Power 0 0 0 0 0 0 0 0 0
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.
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.
31
EMPLOYMENT AGREEMENTS
We do not have any employment agreements in place with our sole officer and
director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, 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 table also reflects what the percentage of ownership
will be assuming completion of the sale of all shares in this offering, which we
can't guarantee. The stockholder listed below has direct ownership of his shares
and possesses sole voting and dispositive power with respect to the shares.
No. of No. of
Name and Shares Shares Percentage of Ownership
Address of Before After Before After
Beneficial Owner Offering Offering Offering Offering
---------------- -------- -------- -------- --------
Joey Power 4,000,000 4,000,000 100% 50%
Pembroke House,
28-32 Pembroke St Upper
Dublin 2, Ireland
All Officers and
Directors as a Group 4,000,000 4,000,000 100% 50%
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.
TRANSACTIONS WITH RELATED PERSONS,
PROMOTERS AND CERTAIN CONTROL PERSONS
Joey Power is our sole officer and director. We are currently operating out of
the premises of Mr. Power, the officer and director of our Company, on a
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.
32
INDEMNIFICATION
Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission (the "SEC"). Upon the
effectiveness of this registration statement, we will become subject to the
informational requirements of the Exchange Act and, in accordance therewith,
will file all requisite reports, such as Forms 10-K, 10-Q and 8-K, proxy
statements, under Sec.14 of the Exchange Act, and other information as required.
Such reports, proxy statements, this registration statement and other
information, may be inspected and copied at the public reference facilities
maintained by the SEC at 100 F Street NE, Washington, D.C. 20549. Copies of all
materials may be obtained from the Public Reference Section of the SEC's
Washington, D.C. office at prescribed rates. You may obtain information
regarding the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an internet site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC at http://www.sec.gov. The Company will
voluntarily provide electronic or paper copies of its filings with the SEC free
of charge upon request.
FINANCIAL STATEMENTS
Our fiscal year end is September 30, 2011. We will provide audited financial
statements to our stockholders on an annual basis; the statements will be
prepared and then will be audited by the independent PCAOB registered CPA firm
Paritz & Company, P.A.
33
ALMAH, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
BALANCE SHEET AS OF DECEMBER 31, 2011 AND SEPTEMBER 30, 2011 F-2
STATEMENT OF OPERATIONS FOR THE THREE MONTHS
ENDED DECEMBER 31, 2011 AND 2010 AND THE PERIOD
FROM SEPTEMBER 16, 2009 (INCEPTION) TO DECEMBER 31, 2011 F-3
STATEMENT OF STOCKHOLDERS' EQUITY FROM
SEPTEMBER 16, 2009 (INCEPTION) TO DECEMBER 31, 2011 F-4
STATEMENT OF CASH FLOWS FOR THE THREE MONTHS
ENDED DECEMBER 31, 2011 AND 2010 AND THE PERIOD
FROM SEPTEMBER 16, 2009 (INCEPTION) TO DECEMBER 31, 2011 F-5
NOTES TO THE FINANCIAL STATEMENTS F-6
F-1
ALMAH, INC.
(A Development Stage Company)
Balance Sheets
December 31, September 30,
2011 2011
-------- --------
(unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 14,156 $ 17,925
Prepaid Expense -- 99
-------- --------
TOTAL CURRENT ASSETS $ 14,156 $ 18,024
======== ========
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Note payable - Related party $ 61 $ 61
Accrued expenses -- 3,000
-------- --------
TOTAL CURRENT LIABILITIES 61 3,061
-------- --------
SHAREHOLDERS' EQUITY
Common Stock - $0.001 par value; 75,000,000 shares authorized; 4,000 4,000
4,000,000 shares issued and outstanding
Additional paid-in-capital 16,000 16,000
Deficit accumulated during development stage (5,905) (5,037)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 14,095 14,963
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,156 $ 18,024
======== ========
See accompanying notes to financial statements
F-2
ALMAH, INC.
(A Development Stage Company)
Statement of Operations
(unaudited)
Cumulative from
Three Months Three Months September 16, 2009
Ended Ended (Inception) to
December 31, December 31, December 31,
2011 2010 2011
---------- ---------- ----------
REVENUES $ -- $ -- $ --
COST OF SALES -- -- --
---------- ---------- ----------
Gross Margin -- -- --
---------- ---------- ----------
OPERATING EXPENSES
General & administrative expenses 868 -- 5,905
---------- ---------- ----------
TOTAL OPERATING EXPENSES 868 -- 5,905
OTHER INCOME -- -- --
(LOSS) BEFORE INCOME TAX EXPENSE (868) -- (5,905)
---------- ---------- ----------
Income tax expense -- -- --
---------- ---------- ----------
Net (loss) $ (868) $ -- $ (5,905)
========== ========== ==========
Basic and diluted net loss per share $ (0.00) $ --
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 4,000,000 --
========== ==========
See accompanying notes to financial statements
F-3
ALMAH, INC.
(A Development Stage Company)
Statements of Stockholder's Equity
(unaudited)
Deficit
Accumulated
Common Stock Additional During Total
--------------------- Paid-in Develoment 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
Net Loss (868) (868)
---------- ---------- ---------- ---------- ----------
BALANCE AT DECEMBER 31, 2011 4,000,000 $ 4,000 $ 16,000 $ (5,905) $ 14,095
========== ========== ========== ========== ==========
See accompanying notes to financial statements
F-4
ALMAH, INC.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
Cumulative from
Three Months Three Months September 16, 2009
Ended Ended (Inception) to
December 31, December 31, December 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATIING ACTIVITIES:
Net (Loss) $ (868) $ -- $ (5,905)
Changes in operating assets and liabilities
Prepaid Expenses 99 -- (99)
Accrued expenses (3,000) -- 3,000
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (3,769) -- (3,004)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable - related party -- -- 61
Proceeds from sale of common stock -- -- 20,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 20,061
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,769) -- 17,057
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 17,925 -- (2,901)
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 14,156 $ -- $ 14,156
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- -- $ --
-------- -------- --------
Income Taxes $ -- -- $ --
-------- -------- --------
See accompanying notes to financial statements
F-5
BASIS OF PRESENTATION
The accompanying unaudited financial statements of Almah, Inc. (the "Company")
reflect all material adjustments consisting of only normal recurring adjustments
which, in the opinion of management, are necessary for a fair presentation of
results for the interim periods. Certain information and footnote disclosures
required under accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to the rules and regulations of
the Securities and Exchange Commission, although the Company believes that the
disclosures are adequate to make the information presented not misleading. These
financial statements should be read in conjunction with the financial statements
and notes thereto for the year ended September 30, 2011 as included in this
filing.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Estimates that are particularly susceptible to change include assumptions used
in determining the fair value of securities owned and non-readily marketable
securities.
The results of operations for the three months ended December 30, 2011 are not
necessarily indicative of the results to be expected for the entire year or for
any other period.
2. BUSINESS
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
December 31,2011 the Company has accumulated losses of $5,905.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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
From time to time, new accounting pronouncements are issued by the Financial
Accounting Standards Board or other standard setting bodies that may have an
impact on the Company's accounting and reporting. The Company believes that such
recently issued accounting pronouncements and other authoritative guidance for
which the effective date is in the future either will not have an impact on its
accounting or reporting or that such impact will not be material to its
financial position, results of operations, and cash flows when implemented
F-6
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.
5. INCOME TAXES
As of December 31, 2011 the Company had net operating loss carry forwards of
approximately $5,905 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 full 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
December 31,
2011
--------
Net Operating Loss $ 5,905
Statutory Tax Rate 34%
Deferred Tax Asset 2,008
Valuation Allowance (2,008)
--------
Net Deferred Tax Asset $ --
========
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
revenues to date and has accumulated losses to date. The Company does not
currently have any revenue generating operations. These conditions, among
others, 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 advances from
existing shareholders, private placement of restricted securities or the
issuance of stock in lieu of cash for payment of services until such a time as a
business combination or other profitable investment may be 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.
F-7
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.
Mr. Power, sole officer and director of the Company, will not be paid for any
underwriting services that he performs on behalf of the Company with respect to
the Company's upcoming S-1 offering. He will also not receive any interest on
any funds that he advances to the Company for offering expenses prior to the
offering being closed which will be repaid from the proceeds of the offering.
8. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to December 31,2011 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.
F-8
ALMAH, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM F-10
BALANCE SHEET AS OF SEPTEMBER 30, 2011 AND 2010 F-11
STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2011 AND
2010 AND THE PERIOD FROM SEPTEMBER 16, 2009 (INCEPTION) TO
SEPTEMBER 30, 2011 F-12
STATEMENT OF STOCKHOLDERS' EQUITY FROM SEPTEMBER 16, 2009 (INCEPTION)
TO SEPTEMBER 30, 2011 F-13
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 2011 AND 2010
AND THE PERIOD FROM SEPTEMBER 16, 2009 (INCEPTION) TO SEPTEMBER 30, 2011 F-14
NOTES TO THE FINANCIAL STATEMENTS F-15
F-9
[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, 2011 and 2010, and the related statements of
operations, changes in shareholders' equity and cash flows for the years ended
September 31, 2011 and 2010 and for the period from inception (September 16,
2009) to September 30, 2011. 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, 2011 and 2010 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, 2011 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 29, 2011
F-10
ALMAH, INC.
(A Development Stage Company)
Balance Sheet
September 30, September 30,
2011 2010
-------- --------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 17,925 $ --
Prepaid Expense 99
-------- --------
TOTAL CURRENT ASSETS $ 18,024 $ --
======== ========
LIABILITIES AND STOCKHOLDERS DEFICIENCY
Current Liabilities
Note payable - Related party $ 61 $ --
Accrued expenses 3,000 --
-------- --------
TOTAL CURRENT LIABILITIES 3,061
-------- --------
SHAREHOLDERS' EQUITY
Common Stock - $0.001 par value; 75,000,000 shares authorized; 4,000 --
4,000,000 shares issued and outstanding
Additional paid-in-capital 16,000 --
Deficit accumulated during development stage (5,037) --
-------- --------
TOTAL STOCKHOLDERS' EQUITY 14,963 --
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,024 $ --
======== ========
See accompanying notes to financial statements
F-11
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,
2011 2010 2011
---------- ---------- ----------
REVENUES $ -- $ -- $ --
COST OF SALES -- -- --
---------- ---------- ----------
Gross Margin -- -- --
---------- ---------- ----------
OPERATING EXPENSES
General & administrative expenses 5,037 -- 5,037
---------- ---------- ----------
TOTAL OPERATING EXPENSES 5,037 5,037
OTHER INCOME -- -- --
(LOSS) BEFORE INCOME TAX EXPENSE (5,037) -- (5,037)
---------- ---------- ----------
Income tax expense -- -- --
---------- ---------- ----------
Net (loss) $ (5,037) $ -- $ (5,037)
========== ========== ==========
Basic and diluted net loss per share $ (0.00) $ --
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,073,973 --
See accompanying notes to financial statements
F-12
ALMAH, INC.
(A Development Stage Company)
Statements of Stockholder's Equity
Deficit
Accumulated
Common Stock Additional During Total
--------------------- Paid-in Develoment 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
========== ========== ========== ========== ==========
See accompanying notes to financial statements
F-13
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,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATIING ACTIVITIES:
Net (Loss) (5,037) -- (5,037)
Adjustments to reconcile net loss to net cash used
in operating activities
Changes in operating assets and liabilities -- -- --
Prepaid Expenses (99) -- (99)
Accrued expenses 3,000 -- 3,000
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (2,136) -- (2,136)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable - related party 61 -- 61
Proceeds from sale of common stock 20,000 -- 20,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 20,061 -- 20,061
-------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 17,925 -- 17,925
-------- -------- --------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -- -- --
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 17,925 -- 17,925
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ -- $ --
-------- -------- --------
Income Taxes $ -- $ -- $ --
-------- -------- --------
See accompanying notes to financial statements
F-14
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 30,2011 the Company has accumulated losses of $5,037.
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, 2011.
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.
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.
F-15
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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.
At September 30, 2011, there were no outstanding stock options or warrants.
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.
5. INCOME TAXES
As of September 30, 2011 the Company had net operating loss carry forwards of
approximately $ 5,037 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.
F-16
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, 2011
------------------
Net Operating Loss 5,037
Statutory Tax Rate 34%
Deferred Tax Asset 1,713
Valuation Allowance (1,713)
-------
Net Deferred Tax Asset $ --
=======
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.
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 this
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.
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.
Mr. Power, sole officer and director of the Company, will not be paid for any
underwriting services that he performs on behalf of the Company with respect to
the Company's offering. He will also not receive any interest on any funds that
he advances to the Company for offering expenses prior to the offering being
closed which will be repaid from the proceeds of the offering.
8. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to September 30, 2011 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.
F-17
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________ (90 DAYS AFTER THE EFFECTIVE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS."
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses incurred or expected relating to this Prospectus and distribution are
as follows:
SEC Fee $ 4.59
Legal and Professional Fees $ 4,000.00
Accounting and auditing $ 6,000.00
EDGAR Fees $ 1,500.00
Transfer Agent fees $ 1,000.00
Initial Website work $ 2,000.00
Misc and Bank Charges $ 495.41
----------
TOTAL $ 15,000
==========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Articles of Incorporation of the Company, we may indemnify an
officer or director who is made a party to any proceeding, including a lawsuit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. In certain cases, we may advance expenses
incurred in defending any such proceeding. To the extent that the officer or
director is successful on the merits in any such proceeding as to which he is to
be indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for directors, officers or controlling persons, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
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.
These securities were issued in reliance upon an exemption provided by
Regulation S promulgated under the Securities Act of 1933. The certificate for
these securities were issued to a non-US resident and bear a restrictive legend.
II-1
ITEM 16. EXHIBITS
The following exhibits are included with this registration statement:
Exhibit
Number Description
------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
5 Opinion of Synergy Law Group, LLC*
10.1 Form of Subscription Agreement*
10.2 Amended Supply Agreement dated February 16, 2012 between the
Company and Valeo Service Export*
10.3 Distribution and Marketing Agreement dated January 25, 2012
between the Company and Reborda, UAB*
23.1 Consent of Paritz & Company, P.A. for use of its report
23.3 Consent of Synergy Law Group, LLC (See Exhibit 5)*
----------
* Previously Filed
ITEM 17. UNDERTAKINGS.
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any propectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(B) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
II-2
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(C) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
(i) each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. PROVIDED, HOWEVER, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
(D) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
II-3
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Dublin,
Ireland on February 24, 2012.
Almah, Inc., Registrant
By: /s/ Joey Power
----------------------------------------
Joey Power, President, Secretary,
Treasurer, Chief Executive Officer,
Chief Financial Officer and Principal
Accounting Officer and Sole Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Joey Power Chief Executive Officer February 24, 2012
-------------------------- ---------------------------- -----------------
Joey Power Title Date
/s/ Joey Power Chief Financial Officer February 24, 2012
-------------------------- ---------------------------- -----------------
Joey Power Title Date
/s/ Joey Power Principal Accounting Officer February 24, 2012
-------------------------- ---------------------------- -----------------
Joey Power Title Date
/s/ Joey Power Sole Director February 24, 2012
-------------------------- ---------------------------- -----------------
Joey Power Title Date
II-4