10-K 1 g8679.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File No. 333-216086
 
 
ALFACOURSE INC.
(Exact name of registrant as specified in its charter)

NEVADA
7812
61-1787148
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Number)
(IRS Employer
Identification Number)

Oleg Jitov
President/Secretary
22 The Cedar Cruagh Wood
Stepaside, Dublin 18, Ireland
Phone: 941-363-6663
Fax: 941-315-8942
E-mail: alfacourse@mail.com
Website : alfacourse.com
(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]

As of March __, 2019, the registrant had 7,315,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of December 31, 2018.
 

Table of Contents


PART I
   
     
Item 1.
Description of Business
3
     
Item 1A.
Risk Factors
6
     
Item 1B.
Unresolved Staff Comments
6
     
Item 2.
Properties
6
     
Item 3.
Legal Proceedings
6
     
Item 4.
Mine Safety Disclosures
7
     
PART II
   
     
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
7
     
Item 6.
Selected Financial Data
7
     
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
7
     
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
10
     
Item 8.
Financial Statements and Supplementary Data
11
     
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
24
     
Item 9A.
Controls and Procedures
24
     
Item 9B.
Other Information
24
     
PART III
   
     
Item 10.
Directors, Executive Officers and Corporate Governance
24
     
Item 11.
Executive Compensation
26
     
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
26
     
Item 13.
Certain Relationships and Related Transactions, and Director Independence
26
     
Item 14.
Principal Accounting Fees and Services
26
     
PART IV
   
     
Item 15.
Exhibits, Financial Statement Schedules
27
     
SIGNATURES
 
27
 
2

PART I

Item 1. Description of Business

Forward Looking Statements

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

General

Alfacourse Inc. was incorporated in the State of Nevada on February 29, 2016. Our offices are located at 22 The Cedar, Cruagh Wood, Stepaside, Dublin 18, Ireland.

We are a company with limited earnings to date and nominal operations and assets with a focus on early-stage business activities such as proof of concept development, acquiring new customer and promoting our video editing services.  Since incorporation, management has developed a detailed business plan to provide customers with unique and innovative solution for their needs.

Products/Services

Description of Product or Services

Alfacourse Inc. is specializing in providing video editing services to professional video production companies and private end consumers.

The company is using the latest technology to achieve a level of quality previously reserved for only the most expensive video production companies and private consumers.  Our President has extensive industry experience and technical and creative expertise.

Our plans are to provide video editing services using new UHD (Ultra-High Definition) 4K and 8K technologies as the market demand for UHD video continues to grow.  We believe this will substantially improve our position in the video production and editing market.  To secure a market segment, the company is working to determine trends in the industry, the needs of the customer, and come up with new creative ways to address those needs.  Our services geared towards several work streams, including television stations, animation and multimedia companies.

Our primary business is video editing services.  Every video project divided into three parts: pre-production, production, and post-production.  During pre-production, customer describes the business need and the purpose. We plan, design, and develop the process of video editing.  Production is the part of the project in which we collect and create all of the raw material that we will need to produce your multi-media project.  This might include videotaping material in a one, two, or three camera shoot, producing 2-D or 3-D motion graphics.  Post-production is where everything is pulled together into a rough-cut of the product.  We make changes to accommodate customer preferences and desires during the post-production stage of the project.

Below is a list of services the company will provide:


1.
Postproduction video editing

2.
Inserts for live shows

3.
Web videos

4.
Corporate videos

5.
Presentation videos

6.
Promotional Video Production and Video Marketing

7.
Full range of post-production services

3


Target Market and Clients/potential Clients

Alfacourse Inc. will provide video editing and full range of post-production services to its target markets.

The target markets have been identified as:


1.
Media & Entertainment companies

a.
TV commercials

b.
Broadcast programs

c.
Music videos

d.
Documentaries

e.
TV drama

f.
Short films

g.
Feature films

2.
Video production companies

3.
Animation and Multimedia companies

4.
Corporate customers

5.
YouTube commercial publishers

6.
Private consumers

Source of revenue

We have identified three main marketing client groups associated with the various streams of revenue:

Source #1 – The End Client

Our main source of revenue is the end client.

The end client is the company or individual that requires direct services of Alfacourse.

The End Client scenario expected to make up 75% of our total revenue.

Source #2 – Creative Agencies

In this scenario, the End Client hires the agency who in turn hires us to provide video services for a larger project.

The money flows from the End Client to the Creative Agency and then to Alfacourse.

In the corporate video arena, there are marketing, PR, advertising, interactive and website design agencies that develop projects for End Clients that will need to outsource professional video services.

In the wedding video arena, an agency might be a chapel or large wedding coordination company that provides turn-key services to brides and their families.

Creative agencies should make up about 18% of the revenues we generate for your video business.

Source #3 – Other Videographers and/or Producers

The Company plans to form strategic alliances with clients who require a freelancer to cover various events for them.  We will also develop strategic alliances with video production companies and work with them as a sub-contractor.

The other videographers and producers segment is expected to generate 7% of the total revenue.

Marketing Strategy

We plan to market our services through diverse channels including radio, print advertising, and television. These channels are initially most appropriate because we are seeking to quickly gain industry recognition.  Another element of distribution is our plan to work with established video production companies.  This will provide access to their distribution channels and reduce our marketing costs.  Our customer is defined as any organization or individual that has a need for any video editing services we provide.

4


Our target customers are:

Television stations
Video production companies
Movie directors and producers
Corporations
Medium and small size businesses
Public and Social Event Organizers
Private consumers

Our marketing strategy is diverse and will include a range of promotional communications:

1. Professional networking

Alliances with video companies that have industry credibility, presence, and distribution is a key to our strategy.

Attending meetings and seminars at the Professional Videographers Association, Association of Video Professional, Digital Video Professionals Association and other video association’s events will increase our visibility in the market.

2. Online marketing.

In order to attract customers and promote products, our Company has created the website www.Alfacourse.com.

We will also market through online advertisements.

For online and website advertising we will use the following methods:

Link our site to free web directories
Use shared online advertisement facilities
Advertise through classified ads and blogs
Add our website address to the relevant search engines

3. Presentations for existing and potential customers.

We will organize onsite presentations for perspective clients with sample demonstrations

4. Free services for community and charity events

5. Traditional advertising

We will advertise through local and global classified ads and social networking.


Competition and Competitive Strategy

There are many video production and editing companies in the market.

We expect to compete as a freelance video production company in the Media & Entertainment industry.

Currently, our competitive position within the industry is negligible in light of the fact that we have just recently started our operations.

Out competitive advantages are:

Expertise
Performance
Flexibility
Price

5


Sources and Availability of Products and Supplies

We do not depend on any suppliers or specific products.

Dependence on One or a Few Major Customers

The company targets broad customer base and do not plan to depend on a few major customers.

Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions

There are no inherent factors or circumstances associated with this industry, or any of the products or services that we expect to be providing that would give rise to any patent, trademark or license infringements or violations.  We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions.

Out web domain and IP address as well as company information will be protected by our domain host.

We do not own, either legally or beneficially, any patents or trademarks.

Governmental and Industry Regulations

We will be subject to federal and state laws and regulations that relate directly or indirectly to our operations including federal securities laws. We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.

Research and Development Activities and Costs

We are capitalizing on prior scientific research and development that was done by our President and Director and have not yet spent any money on R&D. Once this offering is completed we will have resource to continue our R&D program.

Compliance with Environmental Laws

Our operations are not subject to any environmental laws.

Facilities

We do not own or rent facilities of any kind.  We conduct our operations from the facilities that our President provides to us free of charge.

Employees

We have only commenced limited operations and currently have no employees other than managing officers.  Our President Mr. Jitov spends approximately fifteen hours a week on our business to sustain company’s operations.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We do not own any real estate or other properties.

Item 3. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Year-End Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

6


Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

There is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.
 
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

As of December 31, 2018, no shares of our common stock have traded.

Number of Holders

As of December 31, 2018, the 7,315,000 issued and outstanding shares of common stock were held by a total of 30 shareholders of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal years ended December 31, 2018.  We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future. 

Recent Sales of Unregistered Securities

None.

Purchase of our Equity Securities by Officers and Directors

None.

Other Stockholder Matters

None.

Item 6. Selected Financial Data
 
Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this Prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

7

Our cash balance was $6,139 as of December 31, 2018.  We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing funds received from our President and Director from the purchase of shares. He has no commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $25,000 (approximately $15,000 of which are legal and registration fees for a public company) of funding from this offering.  Being a development stage company, we have very limited operating history. After twelve months period we may need additional financing, for which we currently don’t have any arrangements.  Our office is located at 22 The Cedar Cruagh Wood, Stepaside, Dublin 18, Ireland. Our phone number is 941-363-6663.

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. For the year ended December 31, 2018 we have generated revenues of $5,875; no significant additional revenue is anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand our proposed operations, however there is no guarantee that we will stay in business after doing so.  At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  We are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Activities to Date

A substantial portion of our activities to date focused on becoming a reporting public company to raise more capital to finance our business activities. Our President has also developed Plan of Operations. We have established the company office and provided information session and consulting about our services to one prospective customer.

Plan of Operations

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

8


Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Material Commitments

As of the date of this Annual Report, we do not have any material commitments.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment during the next twelve months.

Results of Operations for the year ended December 31, 2018 and 2017

For fiscal year ended December 31, 2018, we have generated revenue of $5,875 compared with $5,820 for the year ended December 31, 2017.

For fiscal year ended December 31, 2018, our operating expenses were comprised of professional fees of $21,148 and general and administrative expenses of $14,014, as compared to $5,621 of professional fees and $3,064 in general and administrative expenses for year ended December 31, 2017.

The increase of $26,477 in operating expenses was primarily due to registration fee and higher professional services fees which includes auditor fees, transfer agent fees and legal fees.

Liquidity and Capital Resources

As of December 31, 2018, the Company had $6,139 cash and current liabilities of $7,473 as compared with $31,643 of cash and $4,980 of current liabilities as of December 31, 2017. The net operating capital of the Company is not sufficient for the Company to remain operational in a short term.

For the years ended December 31, 2018, we have cash flows used in operating activities of $25,255 as compared to $4,687 for the same period in 2017 as we have incurred and paid more expenses.

We used cash in financing activities of $250 to repay our related party for the years ended December 31, 2018, while we generated cash flow from financing activities of $25,650 which included proceeds from common shares issuance of $23,150 and related party advances of $2,500 for the same period in 2017.

We had no cash flows from investing activities for the years ended December 31, 2018, while we used cash in investing activities of $3,240 to purchase tools and equipment for the same period in 2017.

Since inception, we have sold 5,000,000 shares of common stocks to our president and director, at a price of $0.001 per share and 2,315,000 shares of common stock to our investors at a price of $0.01 per share for the aggregated proceeds of $28,150.  Our president and director also provided $3,224 long term loan to the company (non interest bearing with no fixed term of repayment).

We are attempting to raise funds to proceed with our plan of operation. Our current cash on hand will be used to pay the fees and expenses of this offering. We will have to utilize funds from our sole officer and director. However, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. In the long term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

9

Going Concern Consideration

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital.  The Company’s cash position may not be sufficient to support its daily operations.  No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. If we sell at least 25% of the shares in the offering we believe that we will have the resources to operate for the next 12 months, including for the costs associated with becoming a publicly reporting company.  The company anticipates over the next 12 months the cost of being a reporting public company will be approximately $15,000.

Limited operating history and need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

10


Item 8. Financial Statements and Supplementary Data


Alfacourse Inc.
December 31, 2018
Index to the Financial Statements


Report of Independent Registered Public Accounting Firm
12
   
Balance Sheets at December 31, 2018 and 2017
13
   
Statements of Operations For The Year Ended December 31, 2018 and 2017
14
   
Statements of Cash Flows For The Year ended December 31, 2018 and 2017
15
   
Statement of Shareholder's Equity For The Year Ended December 31, 2018
16
   
Notes to the financial statements
17

11

Report of Independent Registered Public Accounting Firm
 
To the Board of Directors
Alfacourse Inc.

We have audited the accompanying balance sheets of Alfacourse Inc. (the “Company”) as of December 31, 2017 and the related statements of operations, stockholder’s equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Alfacourse Inc. as of December 31, 2017 and the related statements of operations, stockholder’s equity, and cash flows for the year then ended, in conformity accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Thayer O’Neal Company LLC                                          

Sugar Land, Texas

March 29, 2019

12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:           The Board of Directors and Stockholders of
Alfacourse Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Alfacourse Inc.(the Company) as of December 31, 2018, and the related statements of operations, stockholders’ equity, and cash flows for the year in the period endedDecember 31, 2018, and the related notes (collectively referred to as the financial statements). The financial statements of the Company as of December 31, 2017, were audited by other auditors whose report dated April 9, 2018, expressed an unqualified opinion on those statementsincluded an explanatory paragraph regarding going concern on the Company.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2018, and the results of its operations and its cash flows for the year in the periodended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had incurred losses since inception with limited operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 

/s/ JLKZ CPA LLP                                                             
 
We have served as the Company’s auditor since 2018

Flushing, New York
April 1, 2019

13

Alfacourse Inc.
Balance Sheets
As of December 31, 2018 and 2017


   
December 31, 2018
   
December 31, 2017
 
ASSETS
           
             
Current Assets
           
Cash & Cash Equivalents
 
$
6,139
   
$
31,643
 
Total Current Assets
   
6,139
     
31,643
 
                 
Fixed Assets
               
Computer Equipment, net
   
1,240
     
2,860
 
                 
Total Assets
 
$
7,379
   
$
34,503
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Current Liabilities
               
Accounts Payable
 
$
4,250
   
$
798
 
Due to Related Party
   
3,224
     
3,474
 
Income Tax Payable
   
-
     
798
 
Total Current Liabilities
   
7,474
     
4,980
 
Total Liabilities
   
7,474
     
4,980
 
                 
Stockholders’ Equity
               
Common Stock, $0.001 par value, 75,000,000 shares authorized,
               
7,315,000 shares issued and outstanding, respectively
   
7,315
     
7,315
 
Additional Paid-In Capital
   
20,835
     
20,835
 
Retained Earnings (Deficit)
   
(28,245
)
   
1,373
 
Total Stockholders’ Equity
   
(95
)
   
29,523
 
                 
Total Liabilities and Shareholders’ Equity
 
$
7,379
   
$
34,503
 




The accompanying notes are an integral part of these condensed financial statements.

14

Alfacourse Inc.
Statements of Operations
For the Years Ended December 31, 2018 and 2017


   
December 31, 2018
   
December 31, 2017
 
REVENUE
           
   
$
5,875
   
$
5,820
 
EXPENSES
               
General and Administrative
   
14,014
     
3,064
 
Professional
   
21,148
     
5,621
 
Total Expenses
   
35,162
     
8,685
 
                 
Loss from Operations
   
(29,287
)
   
(2,865
)
                 
Income Tax Expense
   
(331
)
   
(974
)
                 
NET INCOME AFTER TAX
 
$
(29,618
)
 
$
(1,891
)
                 
Basic and Diluted Net Loss per Common Share
 
$
0.00
   
$
0.00
 
                 
Weighted-Average Number of Common Shares Outstanding
   
7,315,000
     
7,315,000
 




The accompanying notes are an integral part of these condensed financial statements.

15

Alfacourse Inc.
Statements of Cash Flows
For The Years Ended December 31, 2018 and 2017


   
December 31, 2018
   
December 31, 2017
 
CASH FLOWS FROM OPERATING ACTIVITES
           
Net Loss
 
(29,618
)
 
(1,891
)
Adjustment to Reconcile Net Loss to Net Cash Used in Operating Activities:
               
Depreciation Expense
   
1,620
     
380
 
Changes in Operating Assets and Liabilities:
               
Accounts Payable
   
3,451
     
(2,202
)
Income Tax Payable
   
(707
)
   
(974
)
Net Cash from Operating Activities
   
(25,254
)
   
(4,687
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Equipment Purchase
   
-
     
(3,240
)
Net Cash Used in Investing Activities
   
-
     
(3,240
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from (Repayment to) related party
   
(250
)
   
2,500
 
Proceeds from Sale of Common shares
   
-
     
23,150
 
Net Cash Provided by Financing Activities
    (250
)
   
25,650
 
                 
Net Increase (Decrease) in Cash
   
(25,504
)
   
17,723
 
                 
Cash, Beginning of Period
   
31,643
     
13,920
 
                 
Cash, End of Period
 
$
6,139
   
$
31,643
 
                 
Supplemental Disclosure of Cash Flow Information
               
                 
Cash Paid for:
               
Interest
   
-
     
-
 
Income Taxes
 
$
331
     
-
 




The accompanying notes are an integral part of these condensed financial statements.

16

Alfacourse Inc.
Statements of Stockholders Equity
For the Years Ended December 31, 2018 and 2017


   
Common
Stock
   
Amount
   
Additional
Paid-in
Capital
   
Retained
Earnings
(Accumulated
Deficit)
   
Equity
 
                               
Balance, December 31, 2016
   
5,000,000
   
$
5,000
   
$
-
   
$
3,264
   
$
8,264
 
Issuance of Common Shares for Cash
   
2,315,000
     
2,315
     
20,835
     
-
     
23,150
 
Net Income (Loss)
   
-
     
-
     
-
     
(1,891
)
   
(1,891
)
Balance, December 31, 2017
   
7,315,000
   
$
7,315
   
$
20,835
     
1,373
   
$
29,523
 
Issuance of Common Shares for Cash
   
-
     
-
     
-
     
-
     
-
 
Net Income (Loss)
   
-
     
-
     
-
     
(29,618
)
   
(29,618
)
                                         
Balance, December 31, 2018
   
7,315,000
   
$
7,315
   
$
20,835
   
(28,245
)
 
(95
)




The accompanying notes are an integral part of these condensed financial statements.

17

Alfacourse Inc.
December 31, 2018
Notes to the Financial Statements


Note 1 - Organization and Operations

Alfacourse Inc. (the “Company”) was incorporated on February 29, 2016 under the laws of the State of Nevada.  The Company offering video editing services to its customers with unique and innovative video editing solutions for their needs.

Note 2 - Significant and Critical Accounting Policies and Practices

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.  Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Development Stage Company

The Company is a development stage company as defined in ASC 915 “Development Stage Entities.”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimate(s) and assumption(s) affecting the financial statements was (were):

(i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

(ii) Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

18


These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Fair Value Measurements
 
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
 
The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment.  Depreciation on property, plant and equipment is calculated on the straight-line method after taking into account their respective estimated residual values over the estimated useful lives of the assets as follows:

Tools and equipment 2 years

Maintenance and repair costs are expensed as incurred, whereas significant renewals and betterments are capitalized.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

19

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

The Company did not have any commitments or contingencies as of December 31, 2018 and 2017.

Revenue Recognition

In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes.

20

The Company’s video-editing services are considered to be one performance obligation; therefore, revenue is recognized when services have been provided as each performance obligation is satisfied. 

Income Taxes

 Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
 
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

There were no potentially dilutive common shares outstanding for the year ended December 31, 2018.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases, replacing existing lease accounting guidance. The new standard introduces a lessee model that would require entities to recognize assets and liabilities for most leases, but recognize expenses on their income statements in a manner similar to current accounting. The ASU does not make fundamental changes to existing lessor accounting. However, it modifies what qualifies as a sales-type and direct financing lease and related accounting and aligns a number of the underlying principles with those of the new revenue standard, ASU No. 2014-09, such as evaluating how collectability should be considered and determining when profit can be recognized. The guidance eliminates existing real estate-specific provisions and requires expanded qualitative and quantitative disclosures. The standard requires modified retrospective transition by which it is applied at the beginning of the earliest comparative period presented in the year of adoption. For the Company, the ASU is effective January 1, 2019. The Company is currently assessing this ASU’s impact on the Company’s consolidated results of operations and financial condition.

21


Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

Note 3 – Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had a net loss from operations of ($28,245) since inception with limited operations with reported loss of ($29,618) for the years ended December 31, 2018..  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Although the Company has recognized some nominal amount of revenues since inception, the Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Property and equipment

Property, Plant and Equipment schedule as follows:

   
December 31, 2018
   
December 31, 2017
 
             
Tools and Equipment
 
$
3,240
   
$
3,240
 
Less: Accumulated Depreciation
   
(2,000
)
   
(380
)
Net
 
$
1,240
   
$
2,860
 

Depreciation expense were $1,620 and $380 for the years ended December 31, 2018 and 2017, respectively

Note 5 – Stockholder's Equity

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of which Seventy-Five Million (75,000,000) shares shall be Common Stock, par value $0.001 per share.

Common Stock

As of December 31, 2018 and 2017 there were 7,315,000 total shares issued and outstanding..

During the year ended December 31, 2017, the Company has issued 2,315,000 shares to 29 investors at a price of $0.01 per share for aggregate proceeds of $23,150.

Note 6 – Related Party Transactions

Free Office Space

The Company has been provided office space by its President at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

22


Advances from Related Parties

From time to time, the President and Director of the Company would advance funds to the Company for working capital purposes. These advances are unsecured, non-interest bearing and due on demand. The outstanding balance was $3,474 as of December 31, 2018.

Issued Shares to Related Parties

On December 8, 2016, the Company sold 5,000,000 shares of common stock to Oleg Jitov, CEO of the Company at $0.001 per share, or $5,000 in cash.

Note 7 – Income Taxes

The reconciliation of income tax benefit (expenses) at the U.S. statutory rate of 21% and 34% for the period ended as follows:

   
December 31, 2018
   
December 31 2017
 
             
Tax benefit (expenses) at U.S. statutory rate
 
$
5,931
   
$
(974
)
Change in valuation allowance
   
(5,931
)
       
Tax benefit (expenses), net
 
$
-
   
(974
)

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:

   
December 31, 2018
   
December 31, 2017
 
             
Net operating loss
 
$
5,931    
$
-
 
Valuation allowance
   
(5,931
)
       
Deferred tax assets, net
 
$
-
   
$
-
 

 The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:
 
   
December 31, 2018
   
December 31, 2017
 
             
Balance-Beginning
 
$
-
   
$
1,020
 
Increase/(Decrease) in Valuation allowance
    5,931      
(1,020
)
Balance-Ending
 
$
5,931    
$
-
 

The Company has accumulated $28,245 of net operating losses (“NOL”) carried forward to offset future taxable income

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets. In addition, net operating losses (NOL) arising after December 31, 2017 can be carryforward indefinitely while limiting the NOL deduction for a given year to 80% of taxable income.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

Note 8 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent event(s) to be disclosed.

23

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2018. Based on and as of the time of such evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting.
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018, based on the framework in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation our management concluded that our internal control over financial reporting was effective as of December 31, 2018. The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Marcum, LLP, an independent registered public accounting firm, as stated in its attestation report, which is included in Item 8 and is incorporated into this Item 9A by reference.
 
Changes in Internal Control over Financial Reporting.
 
No changes in our internal control over financial reporting were identified as having occurred during the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

No report required.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Name
 
Age
 
Position
         
Oleg Jitov
 
53
 
President, Secretary, Chief Executive Officer and member of  the Board of Directors.

24


Biographical Information and Background of officer and director

Oleg Jitov – President and Director

Oleg Jitov has been our President, Secretary, and a member of the Board of Directors since our inception on February 29, 2016.

Throughout his career, Mr. Jitov has been involved in the video editing, color and sound editing projects.

International Experience:

2012-present
Freelance Editor/Colourist.
2004-2012
Screen Scene Post Production Facilities, Ireland.  Online Editor.
1999-2004
Yard Post Production, Ireland.  Online Editor.

Mr. Jitov schedule currently allows him to spend up to fifteen hours a week on the operations of our Company. He is willing to spend more time with the business as it grows. We anticipate him eventually spending about 30 hours a week on matters related to our company’s operations.

The specific experience, qualifications, attributes, and skills in film and video editing and enhancement led to the appointment of Mr. Jitov as our President.

During the past ten years, Mr. Jitov has not been the subject of any the following events:

1.
Any bankruptcy petition filed by or against any business of which either were a general partner or executive Officer either at the time of the bankruptcy or within two years prior to that time.
2.
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3.
An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Jitov involvement in any type of business, securities or banking activities.
4.
Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit committee

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

Significant employees

We have no employees other than our sole director, Oleg Jitov who currently devotes approximately 15 hours per week to company matters. We intend to hire employees on an as needed basis.

On January 16, 2018 Vladimir Kolossovski resigned as a company Treasurer.

25

Item 11. Executive Compensation

Name and
Principal Position
 
Year
   
Salary
(US$)
   
Bonus
(US$)
   
Stock
Awards
(US$)
   
Option
Awards
(US$)
   
Non-Equity
Incentive Plan Compensation
(US$)
   
Nonqualified
Deferred Compensation Earnings
(US$)
   
All Other Compensation
(US$)
   
Total
(US$)
 
                                                                         
Oleg Jitov
(President)
 
 
2017
   
 
0
     
0
     
0
     
0
     
0
     
0
     
0
   
 
0
 
                                                                         
Oleg Jitov
(President)
 
 
2018
   
 
0
     
0
     
0
     
0
     
0
     
0
     
0
   
 
0
 

Change of control

As of December 31, 2018, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides certain information regarding the ownership of our common stock, as of December 31, 2018 and as of the date of the filing of this annual report by:

·
Each of our executive officers;
·
Each director;
·
Each person known to us to own more than 5% of our outstanding common stock; and
·
All of our executive officers and directors and as a group.

Title of Class
 
Name of
Beneficial Owner
 
Amount and Nature of
Beneficial Ownership
 
Percentage
 
 
 
 
 
 
 
   
Common Stock
 
Oleg Jitov
(President and Director)
 
5,000,000 shares of common stock
 
 
68%

The percent of class is based on 7,315,000 shares of common stock issued and outstanding as of the date of this annual report.

Item 13. Certain Relationships and Related Transactions, and Director Independence

During the year ended December 31, 2018, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

Item 14. Principal Accounting Fees and Services

During fiscal year ended December 31, 2018, we incurred   in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements and tax advisory services.  Audit fees incurred during financial year ended December 31, 2017 were $4,523.
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PART IV

Item 15. Exhibits, Financial Statement Schedules

The following exhibits are filed as part of this Annual Report.

31.1
Certification of Chief Executive Officer Certification Pursuant To Section 302 of the Sarbanes-Oxley Act
   
31.2
Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350 as Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002
   
32.1
Certification of Chief Executive Officer and Chief Financial Officer Pursuant Section 906 of the Sarbanes-Oxley Act
   
101
Interactive data files pursuant to Rule 405 of Regulation S-T

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)
ALFACOURSE INC.
   
   
By :
/s/ OLEG JITOV
 
 
Oleg Jitov
President and Chief Executive Officer and Chief Financial Officer
   
Date
April 1, 2019



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