UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

|X| Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 2013

Or

|_| Transitional Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

000-52971
Commission file number

 

Stalar 1, Inc.
(Name of Small Business Issuer in its charter)

 

Delaware		26-1402640
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)
Identification No.)
317 Madison Avenue, Suite 1520
New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Issuer's telephone number: (212) 953-1544

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

Securities registered under Section 12(g) of the Act:

Common Stock, $0.0001 Par Value
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. YES [  ]   NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [  ]

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

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [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. [X]

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
[X] Smaller Reporting Company

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

Stalar 1, Inc. had no revenues during its fiscal year ending September 30, 2013.

The aggregate market value of the Common Stock held by non-affiliates of Stalar 1, Inc. was $2,780.00 on September 30, 2013.

As of December 27, 2013, 2,044,500 shares of the Common Stock of Stalar 1, Inc. were issued and outstanding and no shares of the Preferred Stock of Stalar 1, Inc. were issued or outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report on Form 10-K of Stalar 1, Inc. (the “Company”), for the year ended September 30, 2013, filed with the Securities and Exchange Commission on December 30, 2013 (the “Form 10-K”), is solely to amend Exhibit 101 to the Form 10-K. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language). Typos made in the headers to these financial statements mistakenly indicate they represent interim, and unaudited financials. These financial statements are for the 12 months ended September 30, 2013, and September 30, 2012 and from inception of the Company to September 30, 2013, and have been audited. The Company is hereby amending its Form 10-K to restate Exhibit 101.

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any other way disclosures made in the original Form 10-K.

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIALS STATEMENTS, FINANCIAL STATEMENT SCHEDULES.

 

(a)(1) FINANCIAL STATEMENTS. The following financial statements are included in this report:

 

Title of Document		Page
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets		F-2
Statements of Operations		F-3
Statements of Cash Flows		F-4
Statement of Changes in Stockholders' Deficit		F-5
Notes to Financial Statements		F-6 to F-9

 

(a)(2) FINANCIAL STATEMENT SCHEDULES. The following financial statement schedules are included as part of this report:

 

None.

 

(a)(3) EXHIBITS. The following exhibits are included as part of this report:

 

Exhibit Number		Title of Document
3.1		Articles of Incorporation (1)
3.1(i)		Certificate of Correction to Certificate of Incorporation(1)
3.2		Bylaws (1)
14.1		Code of Ethics (2)
16.1		Letter from MNP, LLP, Certified Public Accountants, dated October 30, 2013, regarding statements included in Form 8-K, filed November 1, 2013. (3)
23.1		Consent of GZTY CPA GROUP, LLC
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), 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 to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension  Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

(1) Incorporated by reference from the Company's registration statement on Form 10-SB filed on December 12, 2007.

 

(2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed on May 7, 2009.

 

(3) Incorporated by reference from the Company's Special Report on Form 8-K filed on November 1, 2013.

 

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.

STALAR 1, INC.

Dated:  December 31, 2013	By   /s/Steven R/ Fox
	Steven R. Fox, President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/Steven R/ Fox        
Steven R. Fox
CEO, CFO, President and Secretary 

 

Dated:  December 31, 2013

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders of

Stalar 1, Inc. (A Development Stage Company)

 

We have audited the accompanying balance sheet of Stalar 1, Inc. (the “Company”) as of September 30, 2013, and the related statements of operations, stockholders’ equity and cash flows for the year ended September 30, 2013. The management of Stalar 1, Inc. is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Stalar 1, Inc. as of September 30, 2013, and the results of its operations and its cash flows for the year ended September 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ GZTY CPA GROUP, LLC

-----------------------

GZTY CPA GROUP, LLC

Metuchen, NJ 08840

December 20, 2013

 

STALAR 1, INC.

(A Development Stage Company)

 

BALANCE SHEETS

 

SEPTEMBER 30, 2013 AND 2012

 

 

		2013				2012
ASSETS
Current assets
Cash		$	367			$	202
Total current assets		$	367			$	202
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses		$	31,248			$	26,606
Due to related party - loan payable to President			98,240				80,292
Total current liabilities			129,488				106,898
Total liabilities			129,488				106,898
Stockholders’ deficit
Preferred stock - $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding							—
Common stock - $0.0001 par value; 75,000,000 shares authorized; 2,044,500 issued and outstanding			205				205
Additional paid-in capital			1,775				1,775
Deficit accumulated during the development stage			(131,101	)			(108,676	)
Total stockholders’ deficit			(129,121	)			(106,696	)
		$	367			$	202

 

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

 

 

STALAR 1, INC.

(A Development Stage Company)

 

STATEMENTS OF OPERATIONS

 

 

										November 13, 2007
		Year Ended				Year Ended				Inception) to
		September 30,				September 30,				September 30,
		2013				2012				2013
Revenues		$	—			$	—			$	—
General and administrative expenses
Professional fees			19,234				21,468				104,398
Organization costs			—				—				14,868
Interest expense			2,856				2,466				9,438
Sundry			335				819				2,397
			22,425				24,753				131,101
Net loss		$	(22,425	)		$	(24,753	)		$	(131,101	)
Loss per common share:
basic and diluted		$	(0.011	)		$	(0.012	)
Weighted average number of common shares outstanding,basic and diluted			2,044,500				2,044,500

 

 

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

 

STALAR 1, INC.

(A Development Stage Company)

 

STATEMENTS OF CASH FLOWS

 

 

		Year Ended				Year Ended				November 13, 2007
		September 30,				September 30,				(Inception) to
		2013				2012				September 30, 2013
Cash flows from operating activities:
Net loss		$	(22,425	)		$	(24,753	)		$	(131,101	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services			—				—				780
Increases (decreases) in cash flows from operating activities resulting from changes in:
Accounts payable and accrued expenses			4,642				5,099				31,248
Escrow deposits			—				(10,000	)			—
Net cash used in operating activities			(17,783	)			(9,654	)			(99,073	)
Cash flows from financing activities:
Proceeds from issuance of common stock			—				—				1,200
Loans from President			17,948				9,757				98,240
Net cash provided by financing activities			17,948				9,757				99,440
Net increase (decrease) in cash			165				103				367
Cash, beginning of period			202				99				—
Cash, end of period		$	367			$	202			$	367
Supplemental cash flow information:
Non-cash financing activities:
Common stock issued for services		$	—			$	—			$	780

 

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

 

 

STALAR 1, INC.

(A Development Stage Company)

 

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

 

		Shares				Amount				Additional Paid-In Capital				Deficit Accumulated During Development Stage				Total
Shares issued at inception, November 13, 2007			—			$	—			$	—			$	—			$	—
Shares issued for cash, at par $0.0001			2,000,000				200				—				—				200
Shares issued for cash, at $.04 per share			25,000				3				997				—				1,000
Net loss for the period			—				—				—				(24,429	)			(24,429	)
Balance, September 30, 2008			2,025,000				203				997				(24,429	)			(23,229	)
Shares issued for services, valued at $.04 per share			10,000				1				399				—				400
Net loss for the year			—				—				—				(20,403	)			(20,403	)
Balance, September 30, 2009			2,035,000				204				1,396				(44,832	)			(43,232	)
Shares issued for services, valued at $.04 per share			9,500				1				379				—				380
Net loss for the year			—				—				—				(14,166	)			(14,166	)
Balance, September 30, 2010			2,044,500				205				1,775				(58,998	)			(57,018	)
Net loss for the year			—				—				—				(24,925	)			(24,925	)
Balance, September 30, 2011			2,044,500				205				1,775				(83,923	)			(81,943	)
Net loss for the year			—				—				—				(24,753	)			(24,753	)
Balance, September 30, 2012			2,044,500				205				1,775				(108,676	)			(106,696	)
Net loss for the year			—				—				—				(22,425	)			(22,425	)
Balance, September 30, 2013			2,044,500			$	205			$	1,775			$	(131,101	)		$	(129,121	)

 

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

 

 

STALAR 1, INC.

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

NOTE A – NATURE OF BUSINESS AND GOING CONCERN

Organization of the Company

Stalar 1, Inc. (‟the Company‟), was incorporated in the State of Delaware on November 13, 2007. The Company, which is in the development stage, is a “shell company”, because it has no or nominal assets, other than cash, and no or nominal operations. The Company was formed to pursue a business combination with an operating private company, foreign or domestic, seeking to become a reporting, “public” company. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been engaged in organizational efforts, obtaining initial financing and continues to negotiate with various operating entities however, has not entered into any letter of intent to date, see Note H.

 

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company, however, has minimal assets and working capital and lacks a sufficient source of revenues, which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern and to realize its assets and to discharge its liabilities is dependent upon the Company’s management to securing a business combination. Management intends to fund working capital requirements for the foreseeable future and believes that the current business plan if successfully implemented may provide the opportunity for the Company to continue as a going concern. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

 

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation – Development Stage Company

The Company has not earned any revenue since its inception. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in the FASB Codification Topic 915. Among the disclosures required by the FASB Codification Topic 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

 

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting.

 

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.

 

Cash and Cash Equivalents

Cash balances in banks are insured by the Federal Deposit Insurance Corporation subject to certain limitations. At times, balances may exceed insured limits. For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

STALAR 1, INC.

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Continued)

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Income Taxes

Income taxes are calculated using the asset and liability method, under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is primarily dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns, judgment is required.

 

Interest and penalties related to unrecognized tax benefits will be recognized in the financial statements as a component of the income tax provision. Significant judgment is required to evaluate uncertain tax positions. The Company will evaluate its uncertain tax positions on a quarterly and annual basis. The evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which the change is made.

 

Loss Per Share

The Company uses Topic 260 “Earnings Per Share”, for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive. The Company does not have any common stock equivalents.

 

Fair Value Measurements

Generally accepted accounting principles ("GAAP") define fair value, provide guidance for measuring fair value and require certain disclosures.  GAAP utilizes a fair value hierarchy which is categorized into three levels based on the inputs to the valuation techniques used to measure fair value.  These principles discuss valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost).  These principles provide for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The following is a brief description of those three levels:

 

Level 1:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2:

Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3:

Unobservable inputs that reflect the Company's assumptions.

 

 

STALAR 1, INC.

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Continued)

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, escrow deposits, accounts payable and accrued expenses and loan payable – President. The carrying value approximates fair value due to the short maturity of these instruments.

 

NOTE C - PREFERRED STOCK

 

The Company’s Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares of preferred stock. As of September 30, 2013 and 2012, there was no preferred stock outstanding. The Board of Directors, without the requirement of shareholder approval, can issue preferred shares with dividend, preferences, liquidation, conversion, voting and other rights which could adversely affect the voting power or other rights of the holders of common stock.

 

NOTE D – INCOME TAXES

 

As of September 30, 2013 there are loss carryforwards for Federal income tax purposes of approximately $131,000, available to offset future taxable income. The carryforwards begin to expire in 2029. The Company does not expect to incur a Federal income tax liability in the foreseeable future. As of September 30, 2013 and 2012 the Company had a deferred tax asset amounting to approximately $46,000 and $36,000, respectively. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Accordingly, the deferred tax asset has been fully offset by a valuation allowance of the same amount.

 

Certain provisions of the tax law may limit net operating loss carryforwards available for use in any given year in the event of a significant change in ownership.

 

Federal and state income tax returns for years prior to 2010 are no longer subject to examination by tax authorities.

 

NOTE E – RECENT ACCOUNTING PRONOUNCEMENTS

 

Recent pronouncements issued by FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

 

NOTE F - RELATED PARTY BALANCES AND TRANSACTIONS

 

Equity Transaction

In November 2007, the Company issued 2,000,000 shares of common stock to Steven R. Fox, the President and a director for total proceeds of $200.

 

 

 

STALAR 1, INC.

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Continued)

 

NOTE F - RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Due to Related Party - Loan Payable to President

Steven R. Fox, the President and a director of the Company, has advanced funds to the Company to cover cash requirements. The loan is unsecured and is payable on demand with interest at the prime rate of 3.25% at September 30, 2013 and 2012.

 

NOTE G – EQUITY TRANSACTIONS

 

During the period from November 13, 2007 to September 30, 2008 the Company issued 25,000 shares of common stock to unrelated parties at $.04 per share, for total cash proceeds of $1,000.

 

In December 2008, the Company issued 10,000 shares of common stock for services, valued at $.04 per share, for a total value of $400.

 

In January 2010, the Company issued 9,500 shares of common stock for services, valued at $.04 per share, for a total value of $380.