As filed with the Securities and Exchange Commission on August 20, 2013
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MARIKA INC.
(Exact name of Registrant as specified in its charter)
Nevada 7389 EIN 30-0784346
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
2360 CORPORATE CIRCLE, SUITE 400
HENDERSON NV 89074
Tel: (702) 425 4332
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Incorp Services, Inc.
2360 CORPORATE CIRCLE, SUITE 400
HENDERSON NV 89074
(877) 237-1041
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Scott D. Olson, Esq.
274 Broadway
Costa Mesa, CA 92627
Tel: (310) 985-1034
Fax: (310) 564-1912
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount of Shares Offering Price Aggregate Offering Registration
Registered to be Registered (1) per Share (2) Price Fee
-----------------------------------------------------------------------------------------------------------
Common Stock 5,000,000 $0.02 $100,000 $11.46
===========================================================================================================
(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
PRELIMINARY PROSPECTUS DATED AUGUST 20, 2013 SUBJECT TO COMPLETION
MARIKA INC.
UP TO A MAXIMUM OF 5,000,000 COMMON SHARES
AT $0.02 PER COMMON SHARE
This is the initial offering of common stock of MARIKA INC. and no public market
currently exists for the securities being offered.
We are offering for sale up to a maximum of 5,000,000 common shares at a fixed
price of $0.02 per common share. There is no minimum number of common shares
that must be sold by us for the offering to proceed, and we will retain the
proceeds from the sale of any of the offered common shares. The amount raised
may be minimal and there is no assurance that we will be able to raise
sufficient amount to cover our expenses and may not even cover the costs of the
offering.
The shares are being offered at a fixed price of $0.02 per share for a period of
one year from the effective date of this prospectus. The offering shall
terminate on the earlier of (i) the date when the sale of all 5,000,000 shares
is completed, (ii) when the Board of Directors decides that it is in the best
interest of the Company to terminate the offering prior the completion of the
sale of all 5,000,000 shares registered under the Registration Statement of
which this Prospectus is part or (iii) one year after the effective date of this
prospectus. The offering will not be extended beyond one year.
We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act"). We will be subject to limited reporting obligations
as an emerging growth company and will be subject to limited reporting
obligations as mentioned in our risk factors on page 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
No arrangements have been made to place funds into escrow or any similar
account. Aleksandrs Sviks , our officer and director, intends to sell the common
shares directly. No commission or other compensation related to the sale of the
common shares will be paid to Mr. Sviks.
Title of Securities Offering Price Maximum Offering
to be Offered Number of Offered Shares Per Share Proceeds
------------- ------------------------ --------- --------
Common Stock 5,000,000 (100% of offered shares) $0.02 $100,000
Common Stock 3,750,000 (75% of offered shares) $0.02 $ 75,000
Common Stock 2,500,000 (50% of offered shares) $0.02 $ 50,000
Common Stock 1,250,000 (25% of offered shares) $0.02 $ 25,000
Marika Inc. is a development stage company and currently has limited operations.
Any investment in the shares offered herein involves a high degree of risk. You
should only purchase common shares if you can afford a loss of your investment.
Our independent registered public accountant has issued an audit opinion which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.
There is no market for our securities. Our common stock is presently not traded
on any market or securities exchange and we have not applied for listing or
quotation on any public market.
Consider carefully the risk factors beginning on page 5 in this prospectus.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED ___________, 2013
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 12
USE OF PROCEEDS 13
DETERMINATION OF OFFERING PRICE 13
DILUTION 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 14
DESCRIPTION OF BUSINESS 21
EMPLOYEES AND EMPLOYMENT AGREEMENTS 21
FACILITIES 21
LEGAL PROCEEDINGS 21
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 23
EXECUTIVE COMPENSATION 24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25
PLAN OF DISTRIBUTION 26
DESCRIPTION OF SECURITIES 28
DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 28
EXPERTS 28
LEGAL MATTERS 28
AVAILABLE INFORMATION 29
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 29
INDEX TO THE FINANCIAL STATEMENTS 30
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
2
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "MARIKA" REFERS TO MARIKA INC. BECAUSE THIS IS A SUMMARY, IT MAY NOT
CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. YOU SHOULD READ THE
ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON
STOCK.
The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in this Prospectus. Prospective investors should consider carefully the
information discussed under "RISK FACTORS" and "USE OF PROCEEDS" sections,
commencing on pages 5 and 13, respectively. An investment in our securities
presents substantial risks, and you could lose all or substantially all of your
investment.
General: Marika Inc. was incorporated under the laws of
the state of Nevada on May 24, 2013.
Our US mailing address is located at 2360
Corporate Circle,Suite 400, Henderson NV 89074.
Our phone number is (702) 425 4332
Business: We are a development stage company formed to
provide online job marketplace that connects
people or companies in need to run errands or
small tasks and the persons ("agents") who wish
to assist in running those errands or small
tasks. Our source of revenue will be commission
(20%) from customers payment to agents. We plan
to conduct our operations and market our
services primary to North American and European
markets.
Going Concern: From inception until the date of this filing,
we have had no revenues and very limited
operating activities. Our financial statements
from inception May 24, 2013 through June 30,
2013 reports no revenue and net loss of $274.
In the opinion of our independent auditor on
our financial statements as of June 30, 2013,
our auditors have indicated that there is
substantial doubt about our ability to continue
as a going concern.
Market for our common stock: Our common stock is not quoted on a market or
securities exchange. We cannot provide any
assurance that an active market in our common
stock will develop. We intend to quote our
common shares on a market or securities
exchange.
Risk Factors: See "Risk Factors" and other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest
in shares of our common stock.
Common shares outstanding
prior to Offering: 5,000,000
Common Shares Being Offered: 5,000,000 self-underwritten, best-efforts
offering with no minimum subscription
requirement.
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Duration of the Offering: The offering shall terminate on the earlier of:
(i) the date when the sale of all 5,000,000
common shares is completed;
(ii) one year from the date of this prospectus;
or
(iii) prior to one year at the sole
determination of the board of directors.
We will require a minimum funding of approximately $25,000 to conduct our
proposed operations for a minimum period of one year including costs associated
with maintaining our reporting status with the SEC.
SELECTED FINANCIAL DATA
The summarized financial data presented below is derived from, and should be
read in conjunction with, our financial statements and related notes from May
24, 2013 (date of inception) to June 30, 2013 included on Page F-1 in this
prospectus.
BALANCE SHEET
As of
June 30, 2013
-------------
Total Assets $ 5,200
Total Liabilities $ 474
Stockholders'Equity $ 4,726
INCOME STATEMENT
Period from
May 24, 2013
(date of inception) to
June 30, 2013
-------------
Revenue $ --
Total Expenses $ 274
Net Loss $ 274
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RISK FACTORS
AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS
PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS
OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE
SERIOUSLY HARMED. THE TRADING PRICE OF OUR COMMON STOCK, WHEN AND IF WE TRADE AT
A LATER DATE, COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR
PART OF YOUR INVESTMENT. RISKS ASSOCIATED WITH OUR BUSINESS
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE MINIMUM OPERATIONS. WE EXPECT TO
INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on May 24, 2013 and, to the date, have been involved
primarily in organizational activities. We have commenced minimum business
operations. Further, we have not yet fully developed our business plan, or our
management team, nor have we targeted or assembled any real or intangible
property rights. Accordingly, we have no way to evaluate the likelihood that our
business will be successful.
We have not earned any revenues as of the date of this prospectus. Potential
investors should be aware of the difficulties normally encountered by new
internet sales companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
operations that we plan to undertake.
These potential problems include, but are not limited to, unanticipated problems
relating to the ability to generate sufficient cash flow to operate our
business, and additional costs and expenses that may exceed current estimates.
We anticipate that we will incur increased operating expenses without realizing
any revenues. We expect to incur significant losses into the foreseeable future.
We recognize that if the effectiveness of our business plan is not forthcoming,
we will not be able to continue business operations. There is no history upon
which to base any assumption as to the likelihood that we will prove successful,
and it is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks, our
business will most likely fail. on our ability to raise financing. As a result,
there is substantial doubt about our ability to continue as a going concern.
OUR FUTURE IS DEPENDENT UPON OUR ABILITY TO OBTAIN FINANCING AND UPON FUTURE
PROFITABLE OPERATION.
We have accrued net losses of $274 for the period from our inception on May 24,
2013 through June 31, 2013, and have no revenues to date. Our future is
dependent upon our ability to obtain financing and upon future profitable
operation. Further, the finances required to fully develop our plan cannot be
predicted with any certainty and may exceed any estimates we set forth. These
factors raise substantial doubt that we will be able to continue as a going
concern. Our independent registered public accountant, has expressed substantial
doubt about our ability to continue as a going concern. This opinion could
materially limit our ability to raise funds. If we fail to raise sufficient
capital, we will not be able to complete our business plan. As a result we may
have to liquidate our business and you may lose your investment. You should
consider our independent registered public accountant's comments when
determining if an investment in Marika Inc. is suitable.
We will require a minimum funding of approximately $25,000 to conduct our
proposed operations for a minimum period of one year including costs associated
with maintaining our reporting status with the SEC.
If we experience a shortage of funds prior to funding during the next 12 months,
we may utilize funds from Aleksandrs Sviks , our sole officer and director, who
has informally agreed to advance funds to allow us to pay for professional fees,
including fees payable in connection with the filing of this registration
statement and operation expenses, however he has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. We will
require the funds from this offering to proceed.
If we are successful in raising the funds from this offering, we plan to
commence activities to raise the funds required for the development program. We
5
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work or activities of the development
program.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY
NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT
MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small and do not have much capital, we must limit our
marketing activities and may not be able to make our product known to potential
customers. Because we will be limiting our marketing activities, we may not be
able to attract enough customers to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.
WE HAVE NO TRACK RECORD THAT WOULD PROVIDE A BASIS FOR ASSESSING OUR ABILITY TO
CONDUCT SUCCESSFUL BUSINESS ACTIVITIES. WE MAY NOT BE SUCCESSFUL IN CARRYING OUT
OUR BUSINESS OBJECTIVES.
The revenue and income potential of our proposed business and operations are
unproven as the lack of operating history makes it difficult to evaluate the
future prospects of our business. There is nothing at this time on which to base
an assumption that our business operations will prove to be successful or that
we will ever be able to operate profitably. Accordingly, we have no track record
of successful business activities, strategic decision-making by management,
fund-raising ability, and other factors that would allow an investor to assess
the likelihood that we will be successful in implementing our business plan.
There is a substantial risk that we will not be successful in implementing our
business plan, or if initially successful, in thereafter generating any
operating revenues or in achieving profitable operations.
WE WILL HAVE TO FIND AND RETAIN SKILLED PEOPLE IN VARIOUS FIELDS:(COMMERCIAL,
MEDICAL ,TECHNICAL FIELDS, LEGAL DOCUMENTS, ETC.).
Many consierge businesses struggle because they only offer simple services and
do no specialize in many fields. In order to make sure we retain our clientele
we will have to offer services in various fields. If we are not able to retain
skilled persons who can accommodate our clients in many different fields, we may
loose the future business of these clients. Consequently, our profits will be
negatively affected and we may fail.
WE WILL OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT. IF WE ARE UNABLE TO
SUCCESSFULLY COMPETE WITH OTHERS BUSINESSES , THE FINANCIAL CONDITION OF OUR
BUSINESS COULD BE MATERIALLY ADVERSELY EFFECTED.
We operate in a highly competitive environment. Our competition includes small
and midsized companies, and many of them may sell same services in our markets
at competitive prices. Our management expects to face increased competition from
other Internet based translations businesses. Some competitors will accept lower
margins, or negative margins, to attract attention and acquire new customers. To
compete we may be forced to accept lower margins, which may reduce our gross
profit.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH WILL ULTIMATELY
RESULT IN A CESSATION OF OPERATIONS.
We currently have no customers to purchase any services from us. We have not
identified any customers and we cannot guarantee we ever will have any
customers. Even if we obtain customers, there is no guarantee that we will
generate a profit. If we cannot generate a profit, we will have to suspend or
cease operations. You are likely to lose your entire investment if we cannot
sell our services with prices which generate a profit.
WE HAVE TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGE.
The number of users accessing the Internet through devices other than personal
computers, including mobile telephones and hand-held devices, has increased in
recent years. If we are slow to develop products and technologies that are more
compatible with non-PC communications devices, or if the products and services
we develop for people accessing the Internet through non-PC communication
devices do not meet their needs, we may not be successful in capturing a
significant share of this increasingly important market for media and other
services. Our failure to adapt rapidly changing technologies would likely lead
6
to substantial reduction in the fees we would be able to charge versus our
competitors who have more rapidly adopted improved technology. Any reduction of
fees would adversely impact our revenue.
OUR SOLE OFFICER AND DIRECTOR WILL OWN 50% OF OUR OUTSTANDING COMMON STOCK IF
THE MAXIMUM OFFERING IS OBTAINED AND THEREFORE WILL HAVE SIGNIFICIANT INFLUENCE
IN CORPORATE DECISIONS.
If the maximum offering shares is sold Aleksandrs Sviks, our sole officer and
director, will own 50% of the outstanding shares of our common stock.
Accordingly, he will have significant influence in determining the outcome of
all corporate transactions or other matters, including the election of
directors, mergers, consolidations and the sale of all or substantially all of
our assets, and also the power to prevent or cause a change in control. The
interests of Mr. Sviks may differ from the interests of the other stockholders
and may result in corporate decisions that are disadvantageous to other
shareholders.
WE WILL NEED TO ESTABLISH ADDITIONAL RELATIONSHIPS WITH LOCAL AGENTS AND
MARKETING CONSULTANTS TO FULLY DEVELOP AND MARKET OUR COMPANY.
We do not possess all of the resources necessary to develop and commercialize
our proposed services on a mass scale. We will need to develop a network of
third-party agents that will carry out our proposed services, as well as enhance
our marketing through appropriate arrangements with local marketing consultants
to develop and commercialize our planned concierge services. If we are not able
to enlist the services of third-party vendors, or seek out marketing
consultants, our business will suffer.
REVENUES DERIVED FROM INTERNATIONAL OPERATIONS, AND A DOWNTURN IN INTERNATIONAL
COMMERCE, COULD SEVERELY IMPACT RESULTS OF OPERATIONS.
A portion of the Company's business could be conducted outside the United
States. International trade is influenced by many factors, including economic
and political conditions, employment issues, currency fluctuations and laws
relating to tariffs, trade restrictions, foreign investments and taxation. As a
result, the Company's operations are subject to various risks such as loss of
revenue due to the instability of foreign economies, currency fluctuations and
devaluations, adverse tax policies and governmental activities that may limit or
disrupt markets, restrict payments or the movement of funds or result in the
deprivation of contract rights
WE ARE A SMALL START-UP BUSINESS WITH SOLE OFFICER AND DIRECTOR, WHO WILL BE
DEVOTING LIMITED TIME TO OUR OPERATIONS.
As a result, we will have difficulty competing with more well established
consierge services that have substantially more assets and personnel than we do.
As a result, our potential revenues could be effectively reduced.
WE MAY FACE DAMAGE TO OUR REPUTATION IF OUR FUTURE CLIENTS ARE NOT SATISFIED
WITH OUR SERVICES. IN THIS CASE, IT IS UNLIKELY THAT WE WILL BE ABLE TO OBTAIN
FUTURE ENGAGEMENTS. IF WE ARE UNABLE TO OBTAIN ENGAGEMENTS, INVESTORS ARE LIKELY
TO LOSE THEIR ENTIRE INVESTMENT.
As a translation service firm, we depend and will continue to depend to a large
extent on referrals and new engagements from our former customers as we will
attempt to establish a reputation for professional service company and integrity
to attract and customers. As a result, if a customer is not satisfied with our
services, such lack of satisfaction may be more damaging to our business than it
may be to other businesses. Accordingly, no assurances can be given that we will
obtain customers in the foreseeable future.
ANY FAILURE TO OFFER HIGH-QUALITY CUSTOMER'S SERVICES MAY ADVERSELY AFFECT OUR
RELATIONSHIPS WITH OUR FUTURE CUSTOMERS AND OUR FINANCIAL RESULTS.
We may be unable to respond quickly enough to accommodate short-term increases
in customer demand for support services. We also may be unable to modify the
format of our support services to compete with changes in support services
provided by our competitors. Increased customer demand for these services,
without corresponding revenues, could increase costs and adversely affect our
operating results. In addition, our sales process will be highly depend on
business reputation and on positive recommendations from customers. Any failure
to maintain high-quality technical support, or a market perception that we do
7
not maintain high-quality support, could adversely affect our reputation, our
ability to sell our services and our future profitability
THE PRICING FOR OUR SERVICES IS UNCERTAIN.
Prices for our concierge services will ultimately be affected by the prices that
third-party agents charge us, and such prices are expected to fall with
increasing competition thus proposed prices for our planned services may fall
correspondingly. Accordingly, there can be no assurance that our future pricing
schedule will prove to be viable, or that demand for our services will
materialize at the prices we would like to charge. Additionally, we may not be
able to sustain adequate pricing levels as competitors introduce competing
services.
GOVERNMENT REGULATION OF THE INTERNET AND E-COMMERCE IS EVOLVING, AND
UNFAVORABLE CHANGES OR FAILURE BY US TO COMPLY WITH THESE REGULATIONS COULD
SUBSTANTIALLY HARM OUR BUSINESS AND RESULTS OF OPERATIONS.
We are subject to general business regulations and laws as well as regulations
and laws specifically governing the internet and e-commerce. Existing and future
regulations and laws could impede the growth of the internet or other online
services. These regulations and laws may involve taxation, tariffs, subscriber
privacy, data protection, content, copyrights, distribution, electronic
contracts and other communications, consumer protection, the provision of online
payment services and the characteristics and quality of services. It is not
clear how existing laws governing issues such as property ownership, sales and
other taxes, libel and personal privacy apply to the internet as the vast
majority of these laws were adopted prior to the advent of the internet and do
not contemplate or address the unique issues raised by the internet or
e-commerce. In addition, it is possible that governments of one or more
countries may seek to censor content available on our websites and applications
or may even attempt to completely block access to our websites. Adverse legal or
regulatory developments could substantially harm our business. In particular, in
the event that we are restricted, in whole or in part, from operating in one or
more countries, our ability to retain or increase our subscriber base may be
adversely affected and we may not be able to maintain or grow our revenue as
anticipated.
New tax treatment of companies engaged in internet commerce may adversely affect
the commercial use of our services and our financial results.
We are not currently subject to direct federal, state or local regulation other
than regulations applicable to businesses generally or directly applicable to
electronic commerce including user privacy policies, product pricing policies,
Web site content and general consumer protection laws. We are subject to federal
and state consumer protection laws, including laws protecting the privacy of
customer non-public information and regulations prohibiting unfair and deceptive
trade practices.
DUE TO THE GLOBAL NATURE OF THE INTERNET, IT IS POSSIBLE THAT VARIOUS COUNTRIES
MIGHT ATTEMPT TO REGULATE TRANSMISSIONS OR LEVY SALES, INCOME OR OTHER TAXES
RELATING TO OUR ACTIVITIES.
Tax authorities at the international, federal, state and local levels are
currently reviewing the appropriate treatment of companies engaged in internet
commerce. New or revised international, federal, state or local tax regulations
may subject us or our subscribers to additional sales, income and other taxes.
We cannot predict the effect of current attempts to impose sales, income or
other taxes on commerce over the internet. New or revised taxes and, in
particular, sales taxes, VAT and similar taxes would likely increase the cost of
doing business online and decrease the attractiveness of advertising and selling
goods and services over the internet. New taxes could also create significant
increases in internal costs necessary to capture data, and collect and remit
taxes. Any of these events could have an adverse effect on our business and
results of operations.
IF WE ARE UNABLE TO MAINTAIN FAVORABLE TERMS WITH OUR FUTURE AGENTS WHO MAKES
SMALL TASKS OR RUN CUSTOMERS ERRANDS, OUR FUTURE PROFITABILITY MAY BE ADVERSELY
AFFECTED.
The success of our business will depend in part on our ability to retain and
increase the number of persons who will use our service. If our future agents
decide that our services no longer effective means of selling their services,
8
they may demand a higher percentage of the revenue. This would decrease our
gross profit.
Our operating results will be affected if we are unable to attract new person
wishing to use our website.We are need to attract ne agents in numbers
sufficient to grow our business. If we will be able to attract new agents and
may not be able to retain or attract agents in sufficient numbers to grow our
business then we may be required to incur significantly higher marketing
expenses or accept lower margins in order to attract new translators. Decrease
in number of agents who will use our service would have an adverse effect on our
business, financial condition and results of operation.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.
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 have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.
Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.
RISKS ASSOCIATED WITH THIS OFFERING
WE DO NOT HAVE A PUBLIC MARKET IN OUR SECURITIES. IF OUR COMMON STOCK HAS NO
ACTIVE TRADING MARKET, YOU MAY NOT BE ABLE TO SELL YOUR COMMON SHARES AT ALL.
We do not have a public market for our common shares. Our securities are not
traded on any exchange. We cannot assure you that an active public market will
ever develop. Consequently, you may not be able to liquidate your investment in
the event of an emergency or for any other reason.
WE DO NOT MEET THE REQUIREMENTS FOR OUR STOCK TO BE QUOTED ON NASDAQ, AMERICAN
STOCK EXCHANGE OR ANY OTHER STOCK EXCHANGE AND THE TRADABILITY IN OUR STOCK WILL
BE LIMITED UNDER THE PENNY STOCK REGULATION. THE LIQUIDITY OF OUR COMMON STOCK
IS RESTRICTED AS OUR COMMON STOCK FALLS WITHIN THE DEFINITION OF A PENNY STOCK.
9
Under the rules of the Securities and Exchange Commission, if the price of the
registrant's common stock is below $5.00 per share, the registrant's common
stock will come within the definition of a "penny stock." As a result, the
registrant's common stock is subject to the "penny stock" rules and regulations.
Broker-dealers who sell penny stocks to certain types of investors are required
to comply with the Commission's regulations concerning the transfer of penny
stock. These regulations require broker-dealers to:
- Make a suitability determination prior to selling penny stock to the
purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker/dealers to sell the
registrant's common stock, and may affect the ability to resell the registrant's
common stock.
WE HAVE NOT YET ADOPTED OF CERTAIN CORPORATE GOVERNANCE MEASURES. AS A RESULT,
OUR STOCKHOLDERS HAVE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR
TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by
the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market,
as a result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities which are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than necessary, we
have not yet adopted these measures.
Because our sole director is non-independent, we do not currently have
independent audit or compensation committees. As a result, the sole director has
the ability, among other things, to determine her own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest and similar matters and investors
may be reluctant to provide us with funds necessary to expand our operations.
OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.
We have never operated as a public company. Aleksandrs Sviks , our sole officer,
has no experience managing a public company which is required to establish and
maintain disclosure controls and procedures and internal control over financial
reporting. As a result, we may not be able to operate successfully as a public
company, even if our operations are successful. We plan to comply with all of
the various rules and regulations, which are required for a public company.
However, if we cannot operate successfully as a public company, your investment
may be materially adversely affected. Our inability to operate as a public
company could be the basis of your losing your entire investment in us.
WE MAY BE UNSUCCESSFUL IN IMPLEMENTING REQUIRED INTERNAL CONTROLS OVER FINANCIAL
REPORTING.
We are not currently required to comply with the SEC's rules implementing
Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to
make a formal assessment of the effectiveness of our internal control over
financial reporting for that purpose. Upon becoming a public company, we will be
required to comply with the SEC's rules implementing Section 302 of the
Sarbanes-Oxley Act of 2002, which will require our management to certify
financial and other information in our quarterly and annual reports and provide
an annual management report on the effectiveness of our internal control over
financial reporting. We will not be required to make our first assessment of our
internal control over financial reporting until the year following our first
annual report required to be filed with the SEC. To comply with the requirements
of being a public company, we will need to create information technology
systems, implement financial and management controls, reporting systems and
procedures and contract additional accounting, finance and legal staff.
10
Any failure to develop or maintain effective controls, or any difficulties
encountered in our implementation of our internal controls over financial
reporting could result in material misstatements that are not prevented or
detected on a timely basis, which could potentially subject us to sanctions or
investigations by the SEC or other regulatory authorities. Ineffective internal
controls could cause investors to lose confidence in our reported financial
information.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY COMMON SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. He will offer the shares
to friends, family members, and business associates, however, there is no
guarantee that he will be able to sell any of the shares. Unless he is
successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plan. Mr. Sviks has no experience in selling stock to potential investors
IF WE FAIL TO ESTABLISH AND MAINTAIN EFFECTIVE INTERNAL CONTROLS, WE MAY NOT BE
ABLE TO REPORT OUR FINANCIAL RESULTS ACCURATELY.
When this registration statement is effective, we will be required to establish
and maintain internal controls over financial reporting and disclosure and
procedures and comply with other requirements of the Sarbanes-Oxley Act and the
rules promulgated by the SEC. We will need to include a report on our internal
control over financial reporting and its assessment on whether such controls
were effective for the prior fiscal year with our annual reports that we file
under the Securities Exchange Act of 1934 with the SEC. Under current federal
securities laws, our management may conclude that our internal control over
financial reporting is not effective.
As long as we remain an "emerging growth company," as defined in the Jumpstart
our Business Startups Act of 2012, or JOBS Act, we may, and we intend to, take
advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies,
including not being required to comply with the auditor attestation requirements
concerning management's reports on effectiveness of internal controls over
financial reporting otherwise required under the Sarbanes-Oxley Act. We intend
to take advantage of these reporting exemptions until we are no longer an
emerging growth company.
Once we cease to be an emerging growth company, as of each fiscal year end
thereafter, our independent registered public accounting firm will be required
to evaluate and report on our internal control over financial reporting in the
event we become an accelerated filer or large accelerated filer. To the extent
we find material weaknesses or other deficiencies in our internal control, we
may determine that we have ineffective internal control over financial reporting
as of any particular fiscal year end, and we may receive an adverse assessment
of our internal control over financial reporting from our independent registered
public accounting firm. Moreover, any material weaknesses or other deficiencies
in our internal controls may delay the conclusion of an annual audit or a review
of our quarterly financial results.
We cannot guarantee that our internal control and disclosure control and
procedures will prevent all possible errors. Because of the inherent limitations
in all control systems, no system of control can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These
inherent limitations include the possibility that judgments in decision-making
can be faulty and subject to simple error or mistake. Furthermore, controls can
be circumvented by individual acts of some persons, by collusion of two or more
persons, or by management override of those controls. The design of any system
of controls is based, in part, upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its anticipated goals under all potential future conditions. Over
time, a control may become inadequate because of changes in conditions of the
degree of compliance with policies or procedures may deteriorate. Because of
inherent limitations in a cost effective control system, misstatements due to
error or fraud may occur and may not be detected.
THE COSTS TO MEET OUR REPORTING AND OTHER REQUIREMENTS AS A PUBLIC COMPANY
SUBJECT TO THE EXCHANGE ACT OF 1934 WILL BE SUBSTANTIAL AND MAY RESULT IN US
11
HAVING INSUFFICIENT FUNDS TO EXPAND OUR BUSINESS OR EVEN TO MEET ROUTINE
BUSINESS OBLIGATIONS.
As a public entity subject to the reporting requirements of the Exchange Act of
1934, we incur ongoing expenses associated with professional fees for
accounting, legal and SEC filings and compliance. We estimate that these costs
will increase if our business volume and activity increases. As a result of such
expenses, we may not have sufficient funds to grow our operations.
WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE
REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
If we become registered with the SEC, we will be required, pursuant to Section
404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our
assessment of the effectiveness of our internal control over financial reporting
We expect to incur significant continuing costs, including accounting fees and
staffing costs, in order to maintain compliance with the internal control
requirements of the Sarbanes-Oxley Act of 2002. Development of our business will
necessitate ongoing changes to our internal control systems, processes and
information systems. Currently, we have no employees. We do not intend to
develop or manufacture any products, and consequently have no products in
development, manufacturing facilities or intellectual property rights. As we
develop our business, obtain regulatory approval, hire employees and consultants
and seek to protect our intellectual property rights, our, our current design
for internal control over financial reporting will not be sufficient to enable
management to determine that our internal controls are effective for any period,
or on an ongoing basis. Accordingly, as we develop our business, such
development and growth will necessitate changes to our internal control systems,
processes and information systems, all of which will require additional costs
and expenses.
In the future, if we fail to complete the annual Section 404 evaluation in a
timely manner, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to fail to meet our
reporting obligations.
However, as an "emerging growth company," as defined in the JOBS Act, our
independent registered public accounting firm will not be required to formally
attest to the effectiveness of our internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the
year following our first annual report required to be filed with the SEC, or the
date we are no longer an emerging growth company. At such time, our independent
registered public accounting firm may issue a report that is adverse in the
event it is not satisfied with the level at which our controls are documented,
designed or operating.
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WILL DILUTE
SHARE VALUE OF INVESTORS IN THE OFFERING.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 5,000,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by investors in the offering, and might have an adverse effect on any trading
market for our common stock.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
12
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis. There is no minimum
offering amount. The offering price per share is $0.02. The following table sets
forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%
respectively, of the securities offered for sale by Marika Inc. There is no
assurance that we will raise the full $100,000 as anticipated.
$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------
Legal and accounting fees(cost of being
a reporting public company) $10,500 $10,500 $10,500 $10,500
Net proceeds $14,500 $39,500 $64,500 $89,500
The net proceed will be used:
Printing materials $ 500 $ 1,000 $ 2,000 $ 3,000
Website developing English $ 3,000 $ 3,000 $ 3,000 $ 3,000
Website developing Latvian,Lithuanian,
Estonian $ 2,000 $ 2,000 $ 2,000 $ 2,000
SEO English $ 3,000 $ 9,000 $12,000 $15,000
SEO Latvian,Lithuanian, Estonian $ 4,000 $17,000 $26,500 $33,000
Social media advertising(Facebook,
Linkedin, Tweeter) $ -- $ 4,000 $ 6,500 $ 9,000
Hire contractor to maintain web site $ -- $ -- $ 4,000 $ 4,000
Application for smartfones $ -- $ -- $12,000 $12,000
Miscellaneous(travel expenses,
international phone calls) $ 1,500 $ 3,000 $ 6,000 $ 8,000
The above figures represent only estimated costs.
The above figures represent only estimated costs. All proceeds will be deposited
into our corporate bank account. We will require a minimum funding of
approximately $25,000 to conduct our proposed operations for a minimum period of
one year including costs associated with this offering and maintaining a
reporting status with the SEC.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
The price of the current offering is fixed at $0.02 per common share. This price
is significantly higher than the price paid by our sole director and officer for
common equity since inception on May 24, 2013 Aleksandrs Sviks, our sole officer
and director, paid $.001 per share for the 5,000,000 common shares
Assuming completion of the offering, there will be up to 10,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.
13
Funding Level $100,000 $75,000 $50,000 $25,000
------------- -------- ------- ------- -------
Offering price $0.02 $0.02 $0.02 $0.02
Net tangible book
value per common
share before offering $0.001 $0.001 $0.001 $ .001
Increase per common
share attributable to
investors $0.0095 $0.0082 $0.0064 $0.0038
Pro forma net tangible
book value per common
share after offering $0.0105 $0.0091 $0.0073 $0.0048
Dilution to investors $0.0095 $0.0109 $0.0127 $0.0152
Dilution as a percentage
of offering price 48% 54% 64% 76%
Based on 5,000,000 common shares outstanding as of June 30, 2013 and total
stockholder's equity of $4,726 utilizing audited June 30, 2013 financial
statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
Marika Inc. is an online job marketplace that connects people or companies in
need of professional translation with translators around the world. Anyone who
is looking for help with translation can post their work and allow professional
translators to submit bids for the completion of the work. Translators will
benefit by constant source of part-time to full-time work opportunities,
eliminating expense of advertising and avoiding problems of self-promotion.
We are a development stage corporation and only recently started our operations.
We have not generated or realized any revenues from our business operations. Our
cash balance is $5,200 as of June 30, 2013. We believe our cash balance is not
sufficient to fund our limited levels of operations for any period of time. We
have been utilizing and may utilize funds from Aleksandrs Sviks, our sole
officer and director, who has informally agreed to advance funds up to $25,000
to allow us to pay for offering costs, filing fees, and professional fees and
our business plan expenses. Mr. Sviks, however, has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. In
order to achieve our business plan goals, we will need the funding from this
offering. We are a development stage company and have generated no revenues to
date. We have our first contract and have commenced operations.
We have executed an agreement with Superakcijas Company on June 20, 2013.
Superakcijas Company is an internet shop and they are going to use our run
errands services.
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
14
our bills. This is because we have not generated revenues and no revenues are
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
commence operations but we cannot guarantee that once we commence operations we
will stay in business after doing so. If we are unable to successfully find
customers we may quickly use up the proceeds from this offering and will need to
find alternative sources. At the present time, we have not made any arrangements
to raise additional cash, other than through this offering.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.
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 have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.
We will require a minimum funding of approximately $25,000 to conduct our
proposed operations for a minimum period of one year including costs associated
with maintaining our reporting status with the SEC.
PLAN OF OPERATION
We will not be conducting any product research or development. We do not expect
to purchase or sell significant equipment. Further we do not expect significant
changes in the number of employees.
We expect to complete our public offering within one year after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate our efforts on raising capital during this
period. Our operations will be limited due to the limited amount of funds on
hand. Once we raise funds from this offering we plan to do the following
activities to expand our business operations.
15
Our plan of operations is as follows:
1st - 2nd month
We plan to purchase domain for our web site. We will hire a contractor to
develop our website in English. We are planning to spend $1,500
3rd - 4th month
Finish developing, testing and launching company web site.
We are planning to spend $1,500
5th - 6th months
Develop website version for Latvian, Lithuanian and Estonian customers. We will
hire a contractor to do this.
We are planning to spend $2,000
7th - 8th months
1) We are planning to hire SEO contractors (English language). We will hire a
contractor to help us perform the following: add Search Engine Optimized (SEO)
content to our website profile to help our site have a high page rank, and to
boost customer's traffic. We are planning to spend $500-$2,500 monthly. The
amount of funds for advertising will depend on the amount of money we can raise
from these offering.
2) We are planning to hire SEO contractors for Latvian, Lithuanian and Estonian
languages.
We will hire a contractor to help us perform the following: add Search Engine
Optimized (SEO) content to our website profile to help our site have a high page
rank, and to boost traffic. We are planning to spend $700-$5,500 monthly. The
amount of funds for advertising will depend on the amount of money we can raise
from these offering.
9th - 10th months
We plan to make a profile of our company on social network websites such as
Facebook, Linkedin and Twitter. We will include links to company's profile on
our president's personal social networking pages. We also plan to purchase
advertising space from social network websites by designing and placing banners
which will refer clients to our company profile.
Cost $4000-$9,000 .The amount of funds for advertising will depend on the amount
of money we can raise from these offering.
10th - 12th months
1) If we are able to raise 100% ($100,000) or 75% ($75,000) in this offering we
will hire independent contractor to maintain our web site. We are planning to
spend $2,000 monthly.
2)We are going to spend $12,000 to develop application for smartfones.(iOS and
Android)
TYPE OF ERRANDS
Errand services can be grouped into two categories. The simple errands and
complex errands. Simple errands are those tasks that can be performed by anyone
because these errands do not require any special training. Examples include
shopping, pet care, laundry pickup and delivery, utility bill payments, school
run, house sitting etc. however, complex errands are those tasks that will
require some specialized training. Examples of complex errands involves event
planning for your client, planning travel schedules and vacation spots,
appointment management etc. to be able to be efficient to carry out complex
errands, you will need to be computer literate and have good people skills.
Until we start to sell our services, we do not believe that our operations will
be profitable. If we are unable to attract customers to buy our product we may
have to suspend or cease operations. If we cannot generate sufficient revenues
to continue operations, we will suspend or cease operations.
Aleksandrs Sviks, our president will be devoting approximately 50% of her time
to our operations. Once we expand operations, and are able to attract more and
more customers to buy our services, Mr. Sviks has agreed to commit more time as
required. Because Mr. Sviks will only be devoting limited time to our
16
operations, our operations may be sporadic and occur at times which are
convenient to her. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a cessation of
operations.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee that 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.
We have no assurance that we will be successful in raising funds in this
offering or that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to then existing shareholders.
RESULTS OF OPERATION
FROM INCEPTION ON MAY 24, 2013 TO JUNE 30, 2013
During this period we incorporated the company, prepared a business plan and
executed an Agreement with Superakcijas Company. Our loss since inception is
$274 for filing costs related to the incorporation of Marika Inc.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2013, we had cash in the amount of $5,200 and liabilities of
$474.
Since inception, we have sold 5,000,000 common shares to our sole officer and
director, at a price of $0.001 per share, for aggregate proceeds of $5,000.
To meet our need for cash, we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. We
will attempt to raise the necessary funds to proceed with all phases of our plan
of operation.
We will be able to conduct our planned operations using currently available
capital resources for approximately one to two months.
As of the date of this registration statement, the current funds available to
Marika Inc. will not be sufficient to continue maintaining a reporting status.
Our sole officer and director, Aleksandrs Sviks, has indicated that he may be
willing to provide funds up to $25,000 in the form of a non-secured loan for the
next twelve months as the expenses are incurred if no other proceeds are
obtained by Marika Inc. However, there is no contract in place or written
agreement securing this agreement. Management believes if Marika Inc. cannot
maintain its reporting status with the SEC, it will have to cease all efforts
directed towards Marika Inc. As such, any investment previously made would be
lost in its entirety.
GOING CONCERN
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. 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 are successful in raising the maximum
amount of the offering we anticipate that we will likely be able to operate for
at least one year and have the capital resources required to cover the material
costs with becoming a publicly reporting. Marika Inc. anticipates over the next
12 months the cost of being a reporting public company will be approximately
$10,500
17
We are highly dependent upon the success of the private offering of equity, as
described herein. Therefore, the failure thereof would result in the need to
seek capital from other resources such as taking loans, which would likely not
even be possible for Marika Inc. However, if such financing were available,
because we are a development stage company with minimum operations to date, we
would likely have to pay additional costs associated with high risk loans and be
subject to an above market interest rate. At such time these funds are required,
management would evaluate the terms of such debt financing. If Marika Inc.
cannot raise additional proceeds via a private placement of its equity or debt
securities, or secure a loan, we would be required to cease business operations.
As a result, investors would lose all of their investment.
As of the date of this registration statement, the current funds available to
the Company are not sufficient to operate the company or maintain a reporting
status. The company's sole officer and director, Aleksandrs Sviks , has verbally
agreed to loan the company up to $25,000 to complete the registration process
and to maintain a reporting status with the SEC in the form of a non-secured
loan for the next twelve months as the expenses are incurred if no other
proceeds are obtained by the Company; however, there is no contract in place or
written agreement securing this agreement. Management believes if the company
cannot maintain its reporting status with the SEC it will have to cease all
efforts directed towards the company. As such, any investment previously made
would be lost in its entirety.
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. 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 two-third of shares is sold for the gross
proceeds of $66,000 it will likely allow us to operate for at least one year and
have the capital resources required to cover the material costs 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 $10,500. We do
not believe that we will generate enough revenue to cover costs associated with
being a publicly reporting company in the first 12 months.
Management believes that if we sell two-third of the shares in this offering so
that we can complete our development program, we will likely generate revenue in
2014. However, there is no assurance that we will be able to sell two-third of
the shares or will ever generate revenue.
Management believes that current trends toward lower capital investment in
start-up companies, volatility in the internet sales market pose the most
significant challenges to our success over the next year and in future years.
Additionally, we will have to meet all the financial disclosure and reporting
requirements associated with being a publicly reporting company. Our management
will have to spend additional time on policies and procedures to make sure it is
compliant with various regulatory requirements, especially that of Section 404
of the Sarbanes-Oxley Act of 2002. This additional corporate governance time
required of management could limit the amount of time management has to
implement is business plan and impede the speed of its operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Marika Inc.reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes.
DEVELOPMENT STAGE COMPANY
The Company complies with Statement of Financial Accounting Standard ASC 915-15
for its characterization of the Company as development stage. The accompanying
financial statements have been prepared in accordance with generally accepted
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accounting principles applicable to development stage companies. A
development-stage company is one in which planned principal operations have not
commenced or if its operations have commenced, there has been no significant
revenues there from. The company discloses the deficit accumulated during the
development stage and the cumulative statements of operations and cash flows
from inception to the current balance sheet date.
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
INCOME TAXES
Marika Inc. accounts for its income taxes in accordance with Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740, "Accounting for Income Taxes." Under Statement ASC 740, a liability method
is used whereby deferred tax assets and liabilities are determined based on
temporary differences between basis used of financial reporting and income tax
reporting purposes. Income taxes are provided based on tax rates in effect at
the time such temporary differences are expected to reverse. A valuation
allowance is provided for certain deferred tax assets if it is more likely than
not, that Marika Inc. will not realize the tax assets through future operations.
DESCRIPTION OF BUSINESS
GENERAL
We were incorporated in the state of Nevada on May 24, 2013. Marika Inc. We are
going to be an Errand and Concierge service online marketplace.
We will connects people in need of performing small tasks they unable to do with
our agents able to perform those services. Customers can post their work need to
be performed at our web site and our agents will submit bids for the completion
of the work.
Customers will benefit from placing their work on our marketplace by having
their jobs done at cost-efficient price. Agents will benefit by constant source
of part-time to full-time work opportunities, eliminating expense and time of
advertising. Our US mailing address is located at 2360 Corporate Circle,Suite
400, Henderson NV 89074. Our phone number is (702) 425 4332 . We are a
development stage company and have not earned any revenue. It is likely that we
will not be able to achieve profitability and will have to cease operations due
to the lack of funding.
OUR SERVICES
An errand or concierge service is a business which acts the role of a personal
assistant running errands for people who either do not have the time or would
rather pay someone else to do them.
Today an errand service may offer services such as payment of utility bills,
locating quality entertainment, picking up dry cleaning, grocery shopping,
returning library books/videos, taking the car to the mechanic, party and event
planning and all the other routine tasks that a person simply can't achieve in a
day.
A guideline list of services offered by the errand services is as follows:
Personal Shopping, Pet Service, House Sitting, Meal Delivery, Post Mail Service,
Dry cleaning pick-up/delivery, Senior care, Modified house sitting, Banking,
Floral Delivery, Search for tickets to concerts and special events,
Transportation Services such as Airport Services, Business Referral Service
Restaurant Recommendations and Reservations Travel and Vacation Planning Meeting
and Event Planning
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HOW IT WILL WORK.
In order to post job that need to be performed customers will have to create
account. Our web site will have easy account sign up. Then customers will have
to post their job. He/ she has to describe the task.(what kind of task need to
be done, when, where, desired price). As soon as customer submit the task on our
website our agents will review the task and if agent accepted the bid, agent
will start to work on task. Once customer is satisfied ,he/she will pay securely
trough our website.We are going to retain 20 % commission fee from customers
payment to agent for using our website services.To become our agent we will ask
to create agents account and email us resume and two referense.We will review
persons background and if approved agent will have right to bid on customers
tasks via our website.
MARKETING AND ADVERTISING OUR SERVICES
We intend to rely on our sole officer and director, Aleksandrs Sviks to market
and advertise our services and products. Our goal is to create a customer base.
We will try to recruit customers via email marketing, with social media, and
other marketing. In order to motivate people to subscribe for Daily Deal we will
create special subscription campaigns including these elements:
* use business profiles on social media to promote subscriptions;
* offer credits for signing up and inviting friends.
Our website will allow the Customers to refer our services. Services will be
referred through e-mail, Facebook and Twitter. User will get Referral Bonus for
successful referrals redeemable in their next task on company website.
THE COMPETITIVE ADVANTAGE OF USING OUR SERVICES
Our agents will be mainly freelancers. Freelancers bring competitive advantages
to their clients by providing knowledge, motivation, flexibility, objectivity
and cost-effectivenes. Customers don't have to pay agents when there is no work
to do. Customers don't have to pay holiday pay, sick pay, employment benefits,
employers tax.Agents look after their own tax and business affairs. Frelancers
also work from their own premises and supply their own equipment.
We hope that our web site will able to provide online services 24 hours a day.
This means that as soon as customer submit a task and accepted agent bid,
someone will start work on translation.
Customers do not have to pay the agent directly (to avoid being scammed) and
will instead send payment to our payment system. Our sistem will be safe payment
platform that protects customer funds.
AGREEMENT WITH SUPERAKCIJAS COMPANY.
We have executed an agreement with Superakcijas Company on June 20, 2013.
Superakcijas Company is an online group buying site in Latvia, Riga.
We will offer services for Superakcijas Company on our web sites, collect funds
from the customers and for all sales generated we will retain commissions of 10
% of proceed of the sales.
The Agreement continues for one year following the Effective Date (July 10,
2013). Either Party may terminate this Agreement at any time upon 30 days'
written notice sent to the other Party
INDUSTRY OVERVIEW
According www.ibisworld.com over the past decade, the Business Concierge
Services industry has grown steadily. Business concierge companies handle
everything from appointment management to running errands, making travel
reservations and even arranging pet sitting. Once exclusively the domain of
celebrities and affluent professionals, business concierge service companies
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have increasingly targeted private households and corporate employees to fulfill
a variety of their household management tasks. Industry revenue in 2012 is $220
millions. Annual growth 2007-2012 is 0.3%. Industry has 668 businesses and
employment is 2,360 persons.
COMPETITION
We operate in a highly competitive environment. Our competition includes small
and midsized companies, and many of them may sell same services in our markets
at competitive prices. Our management expects to face increased competition from
other Internet based businesses. Some competitors will accept lower margins, or
negative margins, to attract attention and acquire new customers. To compete we
may be forced to accept lower margins, which may reduce our gross profit. Some
of the well known companies that provide translation services are:
http://www.greenbeewe.com, www.taskrabbit.com.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
We are a development stage company and currently have no employees. Aleksandrs
Sviks, our sole officer and director, in a non-employee officer and director of
the Company. We intend to hire employees on an as needed basis.
PROPERTIES
Our business address is at 2360 Corporate Circle,Suite 400, Henderson NV 89074.
These premises are provided to us by www.incorp.com part of their incorporation
service. We do not have a lease agreement with incorp.com regarding these
premises. Our telephone number is (702)- 425 3296
GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the e-commerce. We are not
currently subject to direct federal, state or local regulation other than
regulations applicable to businesses generally or directly applicable to
electronic commerce including user privacy policies, product pricing policies,
Web site content and general consumer protection laws. We are subject to federal
and state consumer protection laws, including laws protecting the privacy of
customer non-public information and regulations prohibiting unfair and deceptive
trade practices.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
Our sole director will serve until his successor is elected and qualified. Our
sole officer is elected by the board of directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The board of directors has no nominating, auditing or compensation
committees.
The names, ages and titles of our executive officers and directors are as
follows:
Name and Address of Executive Term of
Officer and/or Director Age Position Office
----------------------- --- -------- ------
Aleksandrs Sviks 39 Chief Executive Officer, Chief Inception to present
2360 Corporate Circle, Suite 400, Financial Cfficer and Director
Henderson NV 89074
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Aleksandrs Sviks has acted as sole officer and director since our incorporation
on May 24, 2013. Aleksandrs Sviks finished Business School "Nimfa" (Riga) in
2001.He has Business admministration certificate from this school. From 2001 to
2005 our president worked as Project manager at Nells,Latvia. Aleksandrs Sviks
responsibility was controlling the quality of production company buying.
From January 2005 till present Aleksandrs Sviks is owner of www.discover.lv
Discover.lv is an internet shop selling variety of foods to internet
shoppers.Mr. Sviks has created this company and organized business from the very
begginning of this company.
Our director was selected based on above mentioned experience in industry.
Our president will be devoting approximately 50% of his business time to our
operations. Once we expand operations, and are able to attract more merchants
and customers, Aleksandrs Sviks has agreed to commit more time as required.
Because Aleksandrs Sviks will only be devoting limited time to our operations,
our operations may be sporadic and occur at times which are convenient to him.
As a result, operations may be periodically interrupted or suspended which could
result in a lack of revenues and a cessation of operations.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Aleksandrs Sviks ,
who does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exists which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.
SIGNIFICANT EMPLOYEES
We have no employees. Our sole officer and director, Aleksandrs Sviks , is an
independent contractor to us and currently devotes approximately twenty hours
per week to company matters. After receiving funding pursuant to our business
plan, Mr. Sviks intends to devote as much time as necessary to manage the
affairs of Marika Inc. During the past ten years, Mr. Sviks has not been the
subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Sviks was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
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. Sviks's involvement in
any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
22
5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right to engage in
any activity described in paragraph (f)(3)(i) of this section, or to be
associated with persons engaged in any such activity;
6. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty
or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act
(7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.
We expect to conduct our business through agreements with consultants and
arms-length third parties. Currently, we have no formal independent contractor
or consulting agreements in place.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on May 24, 2013 until June 30, 2013:
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Aleksandrs May 4, -0- -0- -0- -0- -0- -0- -0- -0-
Sviks, 2013 to
President, June 30,
Treasurer and 2013
Secretary
There are no current employment agreements between the company and its officer.
We do not contemplate entering into any employment agreements until such time as
we begin profitable operations. Mr. Sviks will not be compensated after the
offering and prior to profitable operations. There is no assurance that we will
ever generate revenues from our operations.
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Mr. Sviks currently devotes approximately twenty hours per week to manage the
affairs of Marika Inc. He has agreed to work with no remuneration until such
time as Marika Inc. receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
DIRECTOR COMPENSATION
The member of our board of directors is not compensated for his services as a
director. The board has not implemented a plan to award options to any
directors. There are no contractual arrangements with any member of the board of
directors. We have no director's service contracts.
The following table sets forth director compensation as of June 30, 2013:
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Aleksandrs Sviks -0- -0- -0- -0- -0- -0- -0-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 26, 2013, we issued a total of 5,000,000 shares of restricted common
stock to Aleksandrs Sviks , our sole officer and director in consideration of
$5,000. Mr. Sviks is the sole promoter of our company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
common shares owned beneficially as of June 30, 2013 by: (i) each person
(including any group) known to us to own more than five percent (5%) of any
class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.
Title of Name and Address of Amount and Nature of
Class Beneficial Owner Beneficial Ownership Percentage
----- ---------------- -------------------- ----------
Common Stock Aleksandrs Sviks 5,000,000 shares 100%
2360 Corporate
Circle,Suite 400,
Henderson NV 89074
As of June 30, 2013, there were 5,000,000 shares of our common stock issued and
outstanding.
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PLAN OF DISTRIBUTION
Marika Inc. has 5,000,000 common shares issued and outstanding as of the date of
this prospectus. Marika Inc. is registering up to 5,000,000 common shares for
sale at the price of $0.02 per share.
We will sell the 5,000,000 common shares ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our common shares using
our best efforts and no one has agreed to buy any of our common shares. This
prospectus permits our sole officer and director to sell the common shares
directly to the public, with no commission or other remuneration payable to them
for any common shares he may sell.
There is no plan or arrangement to enter into any contracts or agreements to
sell the common shares with a broker or dealer. Our officer and director will
sell the common shares and intends to offer them to friends, family members and
business acquaintances.
The Company's shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, the Company will not offer
its shares for sale through underwriters, dealers, agents or anyone who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Company and/or the purchasers of the shares for whom they
may act as agents. The shares of common stock sold by the Company may be
occasionally sold in one or more transactions.
In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Tranlsation Group Inc has complied.
In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
The common shares are being offered by Mr. Sviks, our sole officer and director.
Mr. Sviks will be relying on the safe harbor in Rule 3a4-1 of the Securities
Exchange Act of 1934 to sell the common shares. No sales commission will be paid
for common shares sold by Mr. Sviks are not subject to a statutory
disqualification and are not associated persons of a broker or dealer.
Additionally, Mr. Sviks primarily performs substantial duties on behalf of the
registrant otherwise than in connection with transactions in securities. Mr.
Sviks has not been a broker or dealer or an associated person of a broker or
dealer within the preceding 12 months and he has not participated in selling an
offering of securities for any issuer more than once every 12 months other than
in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities
Exchange Act of 1934.
Marika Inc will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states) which
we expect to be $10,000.
The intended methods of offering our securities include, without limitations,
telephone, and personal contact. Mr. Sviks has no experience in selling stock to
potential investors.
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date that this registration statement is
declared effective by the SEC and continue for a period of one year. The
offering shall terminate on the earlier of (i) the date when the sale of all
10,000,000 shares is completed, (ii) when the Board of Directors decides that it
is in the best interest of the Company to terminate the offering prior the
completion of the sale of all 10,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) the last day of
the year after the effective date of this prospectus. We will not accept any
money until this registration statement is declared effective by the SEC.
25
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
- execute and deliver a subscription agreement; and
- deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be made payable to "MARIKA INC."
Upon the effectiveness of the registration statement, the company plans to
appoint a transfer agent and provide instructions to the transfer agent to issue
certificates representing the shares and then deliver the certificates to
shareholders by mail.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. Our articles of incorporation do not authorize us to
issue any preferred stock. As of June 30, 2013, there were 5,000,000 common
shares issued and outstanding that was held by one registered stockholder of
record
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock. The holders of our common stock currently have
(i) equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the board of directors of
Marika Inc.;
(ii) are entitled to share ratably in all of the assets of Marika Inc.
available for distribution to holders of common stock upon
liquidation, dissolution or winding up of the affairs of Marika Inc.
(iii) do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights applicable
thereto; and
(iv) are entitled to one non-cumulative vote per share on all matters on
which stock holders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of
common stock which are the subject of this offering, when issued, will
be fully paid for and non-assessable.
We refer you to our Articles of Incorporation, Bylaws and the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of our securities.
PREFERRED STOCK
We are not authorized to issue preferred stock.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
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OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed,
assuming the sale of all of the shares of common stock, present stockholders
will own approximately 50% of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
NEVADA ANTI-TAKEOVER LAWS
Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.
The Nevada Business Corporation Law contains a provision governing "Acquisition
of Controlling Interest." This law provides generally that any person or entity
that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevada corporation in the secondary public or private market may be denied
voting rights with respect to the acquired shares, unless a majority of the
disinterested stockholders of the corporation elects to restore such voting
rights in whole or in part. The control share acquisition law provides that a
person or entity acquires "control shares" whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring its voting
power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as
the direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The stockholders or board
of directors of a corporation may elect to exempt the stock of the corporation
from the provisions of the control share acquisition act through adoption of a
provision to that effect in the Articles of Incorporation or Bylaws of the
corporation. Our Articles of Incorporation and Bylaws do not exempt our common
stock from the control share acquisition law. The control share acquisition law
is applicable only to shares of "Issuing Corporations" as defined by the act. An
Issuing Corporation is a Nevada corporation, which; (1) has 200 or more
stockholders, with at least 100 of such stockholders being both stockholders of
record and residents of Nevada; and (2) does business in Nevada directly or
through an affiliated corporation.
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At this time, we do not have 100 stockholders of record resident of Nevada.
Therefore, the provisions of the control share acquisition law do not apply to
acquisitions of our shares and will not until such time as these requirements
have been met. At such time as they may apply to us, the provisions of the
control share acquisition law may discourage companies or persons interested in
acquiring a significant interest in or control of the Company, regardless of
whether such acquisition may be in the interest of our stockholders.
The Nevada "Combination with Interested Stockholders Statute" may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an "interested stockholder" and a resident
domestic Nevada corporation from entering into a "combination," unless certain
conditions are met. The statute defines "combination" to include any merger or
consolidation with an "interested stockholder," or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition, in one transaction or a series
of transactions with an "interested stockholder" having; (1) an aggregate market
value equal to 5 percent or more of the aggregate market value of the assets of
the corporation; (2) an aggregate market value equal to 5 percent or more of the
aggregate market value of all outstanding shares of the corporation; or (3)
representing 10 percent or more of the earning power or net income of the
corporation. An "interested stockholder" means the beneficial owner of 10
percent or more of the voting shares of a resident domestic corporation, or an
affiliate or associate thereof. A corporation affected by the statute may not
engage in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the board
of directors before the interested stockholder acquired such shares. If approval
is not obtained, then after the expiration of the three-year period, the
business combination may be consummated with the approval of the board of
directors or a majority of the voting power held by disinterested stockholders,
or if the consideration to be paid by the interested stockholder is at least
equal to the highest of: (1) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date of the
announcement of the combination or in the transaction in which he became an
interested stockholder, whichever is higher; (2) the market value per common
share on the date of announcement of the combination or the date the interested
stockholder acquired the shares, whichever is higher; or (3) if higher for the
holders of preferred stock, the highest liquidation value of the preferred
stock. The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our board of directors.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Bylaws provide that we will indemnify an officer, director, or former
officer or director, to the full extent permitted by law. We have been advised
that, in the opinion of the SEC, indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by
a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by one of our director, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We will then be
governed by the court's decision.
EXPERTS
The financial statements of the registrant appearing in this prospectus and in
the registration statement have been audited by Thomas J Harris, CPA, an
independent registered public accounting firm and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
Scott D. Olson, Esq. opined on the validity of the shares of common stock being
offered hereby.
28
WHERE YOU CAN FIND MORE INFORMATION
At your request, we will provide you, without charge, a copy of any document
filed as exhibits in this prospectus. If you want more information, write or
call us at:
MARIKA INC.
2360 Corporate Circle,Suite 400
Henderson NV 89074
Tel: (702) 425 4332
Attention: Aleksandrs Sviks, Chief Executive Officer
Our fiscal year ends on October 31. Upon completion of this offering, we will
become a reporting company and file annual, quarterly and current reports with
the SEC. You may read and copy any reports, statements, or other information we
file at the SEC's public reference room at 100 F Street, Washington D.C. 20549.
You can request copies of these documents, upon payment of a duplicating fee by
writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. Our SEC filings are
also available to the public on the SEC Internet site at http:\\www.sec.gov.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered
public accountant.
29
MARIKA INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
JUNE 30, 2013
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of June 30, 2013 F-2
Statement of Operations for the period from May 24, 2013
(Date of Inception) to June 30, 2013 F-3
Statement of Stockholders' Equity as of June 30, 2013 F-4
Statement of Cash Flows for the period from May 24, 2013
(Date of Inception) to June 30, 2013 F-5
Notes to the Financial Statements F-6
30
THOMAS J. HARRIS
CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
INDEPENDENT AUDITOR' REPORT ON FINANCIAL STATEMENTS
To the Board of Directors
Marika, Inc.
We have audited the accompanying balance sheet of Marika, Inc. (A Development
Stage Company) as of June 30, 2013, and the related statements of operations,
stockholders' equity and cash flows for the period then ended, and the period
May 24, 2013 (inception) to June 30, 2013. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 Marika, Inc. (A Development
Stage Company) as of June 30, 2013 and the results of its operations and cash
flows for the periods then ended and May 24, 2013 (inception), to June 30, 2013
in conformity with generally accepted accounting principles 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 #7 to the financial
statements, the company has had significant operating losses; a working capital
deficiency and its need for new capital raise substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Note #7. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Thomas J. Harris
---------------------------------
Seattle, Washington
July 19, 2013
F-1
MARIKA INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JUNE 30, 2013
June 30, 2013
-------------
ASSETS
Current Assets
Cash and cash equivalents $ 5,200
--------
Total Current Assets 5,200
--------
Total Assets $ 5,200
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accrued expenses $ 0
Loan from director 474
--------
Total Liabilities 474
--------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
5,000,000 shares issued and outstanding 5,000
Additional paid in capital 0
Deficit accumulated during the development stage (274)
--------
Total Stockholders' Equity 4,726
--------
Total Liabilities and Stockholders' Equity $ 5,200
========
See accompanying notes to financial statements.
F-2
MARIKA INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 24, 2013 (INCEPTION) TO JUNE 30, 2013
For the period
from May 24, 2013
(Inception) to
June 30, 2013
-------------
REVENUES $ 0
----------
OPERATING EXPENSES
Business License and Permits 274
TOTAL OPERATING EXPENSES 274
----------
NET LOSS FROM OPERATIONS (274)
PROVISION FOR INCOME TAXES 0
----------
NET LOSS $ (274)
==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 5,000,000
==========
See accompanying notes to financial statements.
F-3
MARIKA INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 24, 2013 (INCEPTION) TO JUNE 30, 2013
Deficit
Accumulated
Common Stock Additional during the Total
------------------- Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, May 24, 2013 -- $ -- $ -- $ -- $ --
Shares issued for cash at
$0.001 per share 5,000,000 5,000 -- -- 5,000
Net loss for the year ended
June 30, 2013 -- -- -- (274) (274)
--------- ------- ------- ------- -------
Balance, June 30, 2013 5,000,000 $ 5,000 $ -- $ (274) $ 4,726
========= ======= ======= ======= =======
See accompanying notes to financial statements.
F-4
MARIKA INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MAY 24, 2013 (INCEPTION) TO JUNE 30, 2013
For the period
from May 24, 2013
(Inception) to
June 30, 2013
-------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (274)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 0
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (274)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 5,000
Loans from director 474
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 5,474
--------
NET INCREASE IN CASH 5,200
Cash, beginning of period 0
--------
CASH, END OF PERIOD $ 5,200
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========
See accompanying notes to financial statements.
F-5
MARIKA INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2013
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Marika Inc. was incorporated under the laws of the State of Nevada on May 24,
2013. We are a development stage company that is in Errand and Concierge service
online business. We will connects people in need of performing small tasks they
unable to do with our agents able to perform those services.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a June 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $5,200 of cash
as of June 30, 2013.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
F-6
MARIKA INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2013
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of June 30, 2013.
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Marika Inc. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 3 - LOANS FROM DIRECTOR
On May 24, 2013, director loaned $474 to Incorporate the Company. The loan is
unsecured, non-interest bearing and due on demand.
The balance due to the director was $474 as of June 30, 2013.
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On June 28, 2013, the Company issued 5,000,000 shares of common stock for cash
proceeds of $5,000 at $0.001 per share.
There were 5,000,000 shares of common stock issued and outstanding as of June
30, 2013.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
F-7
MARIKA INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2013
NOTE 6 - INCOME TAXES
As of June 30, 2013, the Company had net operating loss carry forwards of
approximately $274 that may be available to reduce future years' taxable income
in varying amounts through 2031. Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
The provision for Federal income tax consists of the following:
June 30, 2013
-------------
Federal income tax benefit attributable to:
Current Operations $ 93
Less: valuation allowance (93)
--------
Net provision for Federal income taxes $ 0
========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
June 30, 2013
-------------
Deferred tax asset attributable to:
Net operating loss carryover $ 93
Less: valuation allowance (93)
--------
Net deferred tax asset $ 0
========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $274 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of June 30,
2013. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to June 30, 2013 to the date these financial statements were issued,
and has determined that it does not have any material subsequent events to
disclose in these financial statements.
F-8
[Back Page of Prospectus]
PROSPECTUS
5,000,000 SHARES OF COMMON STOCK
MARIKA INC.
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 2012, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as
follows:
SEC Registration Fee $ 13.64
Printing Expenses $ 86.36
Accounting Fees and Expenses $ 600.00
Auditor Fees and Expenses $ 4,000.00
Legal Fees and Expenses $ 3,000.00
Transfer Agent Fees $ 3,300.00
----------
TOTAL $11,000.00
==========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Marika Inc. bylaws allow for the indemnification of the officer and/or director
in regards each such person carrying out the duties of his or her office. The
board of directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he has met
the applicable standard of conduct set forth under the Nevada Revised Statutes.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling Marika Inc., we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. On October 29, 2012 Marika Inc.. offered
and sold 5,000,000 common shares to our sole officer and director, Aleksandrs
Sviks , for a purchase price of $0.001 per share, for aggregate offering
proceeds of $5,000. Marika Inc.. made the offer and sale in reliance on the
exemption from registration afforded by Section 4(2) to the Securities Act of
1933, as amended on the basis that the securities were offered and sold in a
non-public offering to a "sophisticated investor" who had access to
registration-type information about Marika Inc. No commission was paid in
connection with the sale of any securities and no general solicitations were
made to any person.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion re: Legality and Consent of Counsel
10.1 Agreement dated June 20, 2013, by and between Superakcijas Company
and Marika Inc.
23.1 Consent of Legal Counsel (contained in exhibit 5.1)
23.2 Consent of Thomas J Harris, CPA.
II-1
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided however, That:
A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement; and
B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the registration statement is on Form S-3 or Form
F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of
the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by Item 8.A. of Form 20-F at the start of any delayed offering or
throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be furnished,
PROVIDED that the registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to this
II-2
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.
5. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
i. If the registrant is relying on Rule 430B (?230.430B of this chapter):
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3)shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and
included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
II-3
6. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Form S-1 and has authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Carson City, Nevada on August 20, 2013.
MARIKA INC.
By: /s/ Aleksandrs Sviks
------------------------------------------------
Name: Aleksandrs Sviks
Title: Chief Executive Officer, Chief
Financial Officer and Director (Principal
Executive, Financial and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Aleksandrs Sviks Principal Executive Officer, August 20, 2013
---------------------------- Controller
Aleksandrs Sviks Principal Financial Officer,
Pirector
II-5
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion re: Legality and Consent of Counsel
10.1 Agreement dated June 20, 2013, by and between Superakcijas Company
and Marika Inc.
23.1 Consent of Legal Counsel (contained in exhibit 5.1)
23.2 Consent of Thomas J Harris, CPA.
Exhibit 3.1
ROSS MILLER
Secretary of State Document Number
206 North Carson Street 20130347320-05
Carson City, Nevada 89701-4298 Filing Date and Time
(775) 684-5708 05/24/2013 3:51 PM
Website: www.nvsos.gov Entity Number
E0259632013-5
Filed in the office of
ARTICLES OF INCORPORATION /s/ Ross Miller
(PURSUANT TO NRS 78) Ross Miller
Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of
Corporation: MARIKA INC.
2. Registered Agent [X] Commercial Registered Agent INCORP SERVICES, INC.
for Service of Name
Process [ ] Noncommercial Registered Agent OR [ ] Office or Position with Entity
(check only one box) (name and address below) (name and address below)
112 North Curry Street Carson City Nevada 89703
Address City Zip Code
Nevada
Mailing Address City Zip Code
(if different from street address)
3. Shares:
(number of shares Number of shares Number of shares
corporation with par value: 75000000 Par value: $0.0010 without par value: 0
authorized
to issue)
4. Names & Addresses, 1. ALEKSANDRS SVIKS
of Board of Name
Directors/Trustees: 2360 CORPORATE CIRCLE - SUITE 400 HENDERSON NV 89074-7722
(attach additional page Street Address City State Zip Code
if there is more than 3
directors/trustees 2.
Name
Street Address City State Zip Code
5. Purpose: (optional- The purpose of this Corporation shall be:
see instructions) ANY LEGAL PURPOSE
6. Names, Address INCORP SERVICES, INC. X /s/ INCORP SERVICES, INC.
and Signature of Name Signature
Incorporator.
(attach additional page 2360 CORPORATE CIRCLE - SUITE 400 HENDERSON NV 89074-7722
if there is more than 1 Address City State Zip Code
incorporator).
7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of /s/ INCORP SERVICES, INC. 5/24/2013
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date
This form must be accompanied by appropriate fees.
Exhibit 3.2
BYLAWS
OF
MARIKA INC.
ARTICLE I
OFFICES AND CORPORATE SEAL
SECTION 1.1 Registered Office. Name of Company, (hereinafter the "Corporation")
shall maintain a registered office in the State of Nevada. In addition to its
registered office, the Corporation shall maintain a principal office at a
location determined by the Board. The Board of Directors may change the
Corporation's registered office and principal office from time to time.
SECTION 1.2 Other Offices. The Corporation may also maintain offices at such
other place or places, either within or without the State of Nevada, as may be
designated from time to time by the Board of Directors (hereinafter the
"Board"), and the business of the Corporation may be transacted at such other
offices with the same effect as that conducted at the principal office.
SECTION 1.3 Corporate Seal. A Corporate seal shall not be requisite to the
validity of any instrument executed by or on behalf of the Corporation, but
nevertheless if in any instance a corporate seal be used, the same shall be a
circle having on the circumference thereof the name of the Corporation and in
the center the words "corporate seal", the year incorporated, and the state
where incorporated.
ARTICLE II
SHAREHOLDERS
SECTION 2.1 Shareholders Meetings. All meetings of the shareholders shall be
held at the principal office of the Corporation between the hours of 9:00 a.m.
and 5:00 p.m., or at such other time and place as may be fixed from time to time
by the Board, or in the absence of direction by the Board, by the President or
Secretary of the Corporation, either within or without the State of Nevada, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. A special or annual meeting called by shareholders owning a
majority of the entire capital stock of the Corporation pursuant to Sections 2.2
or 2.3 shall be held at the place designated by the shareholders calling the
meeting in the notice of the meeting or in a duly executed waiver of notice
thereof.
SECTION 2.2 Annual Meetings. Annual meetings of a shareholders shall be held on
a date designated by the Board of Directors or if that day shall be a legal
holiday, then on the next succeeding business day, or at such other date and
time as shall be designated from time to time by the Board and stated in the
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notice of the meeting. At the annual meeting, shareholders shall elect the Board
and transact such other business as may properly be brought before thee meeting.
In the event that an annual meeting is not held on the date specified in this
Section 2.2, the annual meeting may be held on the written call of the
shareholders owning a majority of the entire capital stock of the Corporation
issued, outstanding, and entitled to vote.
SECTION 2.3 Special Meetings of Shareholders. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada
statute or by the Articles of Incorporation (hereinafter the "Articles"), may be
called by the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board, or at the request in writing of
shareholders owning a majority of the entire capital stock of the Corporation
issued, outstanding, and entitled to vote. Such request shall state the purpose
or purposes of the proposed meeting. In the event that the President or
Secretary fails to call a meeting pursuant to such a request, a special meeting
may be held on the written call of the shareholders owning a majority of the
entire capital stock of the Corporation issued, outstanding, and entitled to
vote.
SECTION 2.4 List of Shareholders. The officer who has charge of the stock
transfer books for shares of the Corporation shall prepare and make, no more
than two (2) days after notice of a meeting of a shareholders is given, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of shares registered
in the name of each shareholder. Such list shall be open to examination and
copying by any shareholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder present.
SECTION 2.5 Notice of Shareholders Meetings. Written notice of the annual
meeting stating the place, date and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given, either personally or by mail, to each shareholder of record entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting. If mailed, such notice shall be deemed to be
delivered when mailed to the shareholder at his address as it appears on the
stock transfer books of the Corporation. Business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice
unless determined otherwise by the unanimous vote of the holders of all of the
issued and outstanding shares of the Corporation present at the meeting in
person or represented by proxy.
SECTION 2.6 Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of, or permitted to vote at, any
meeting of shareholders or any adjournment thereof, or for the purpose of
determining shareholders entitled to receive payment of any dividend, or in
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order to make a determination of shareholders for any other proper purpose, the
board may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, sixty (60) days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of, or permitted to vote at, a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the board may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty (60) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to he date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not enclosed and no record date is fixed for the
determination of shareholders entitled to notice of, or permitted to vote at, a
meeting of shareholders, or for the determination of shareholders entitled to
receive payment of a dividend, the record date shall be 4:00 p.m. on the day
before the day on which notice of the meeting is given or, if notice is waived,
the record date shall be the day on which, and the time at which, the meeting is
commenced. When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, provided that the board may fix a new
record date for the adjourned meeting and further provided that such
adjournments do not in the aggregate exceed thirty (30) days. The record date
for determining shareholders entitled to express consent to action without a
meeting pursuant to Section 2.9 shall be the date on which the first shareholder
signs the consent.
SECTION 2.7 Quorum and Adjournment.
(a) The holders of a majority of the shares issued, outstanding, and
entitled to vote at the meeting, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders
for the transaction of business except as otherwise provided by Nevada
statute or by the Articles.
(b) Business may be conducted once a quorum is present and may continue
until adjournment of the meeting notwithstanding the withdrawal or
temporary absence of sufficient shares to reduce the number present to
less than a quorum. Unless the vote of a greater number or voting by
classes is required by Nevada statute or the Articles, the affirmative
vote of the majority of the shares then represented at the meeting and
entitled to vote on the subject matter shall be the act of the
shareholders; provided, however, that if the shares then represented
are less than required to constitute a quorum, the affirmative vote
must be such as would constitute a majority if a quorum were present;
and provided further, that the affirmative vote of a majority of the
shares then present shall be sufficient in all cases to adjourn a
meeting.
(c) If a quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote at the meeting,
present in person or represented by proxy, shall have power to adjourn
the meeting to another time or place, without notice other than
announcement at the meeting at which adjournment is taken, until a
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quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.
SECTION 2.8 Voting. At every meeting of the shareholders, each shareholder shall
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such shareholder, but no proxy shall be voted
or acted upon after six (6) months from its date, unless the proxy provides for
a longer period not to exceed seven (7) years.
SECTION 2.9 Action Without Meeting. Any action required or permitted to be taken
at any annual or special meeting of shareholders may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of a majority of the
outstanding shares entitled to vote with respect to the subject matter of the
action unless a greater percentage is required by law in which case such greater
percentage shall be required.
Section 2.10 Waiver. A shareholder's attendance at a meeting shall constitute a
waiver of any objection to defective notice or lack of notice of the meeting
unless the shareholder objects at the beginning of the meeting to holding the
meeting or transacting business at the meeting, and shall constitute a waiver of
any objection to consideration of a particular matter at the meeting unless the
shareholder objects to considering the matter when it is presented. A
shareholder may otherwise waive notice of any annual or special meeting of
shareholders by executing a written waiver of notice either before, at or after
the time of the meeting.
SECTION 2.11 Conduct of Meetings. Meetings of the shareholders shall be presided
over by a chairman to be chosen, subject to confirmation after tabulation of the
votes, by a majority of the shareholders entitled to vote at the meeting who are
present in person or by proxy. The secretary for the meeting shall be the
Secretary of the Corporation, or if the Secretary of the Corporation is absent,
then the chairman initially chosen by a majority of the shareholders shall
appoint any person present to act as secretary. The chairman shall conduct the
meeting in accordance with the Corporation's Articles, Bylaws and the notice of
the meeting, and may establish rules for conducting the business of the meeting.
After calling the meeting to order, the chairman initially chosen shall call for
the election inspector, or if no inspector is present then the secretary of the
meeting, to tabulate the votes represented at the meeting and entitled to be
cast. Once the votes are tabulated, the shares entitled to vote shall confirm
the chairman initially chosen or shall choose another chairman, who shall
confirm the secretary initially chosen or shall choose another secretary in
accordance with this section. If directors are to be elected, the tabulation of
votes present at the meeting shall be announced prior to the casting of votes
for the directors.
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Section 2.12 Election Inspector. The Board of Directors, in advance of any
shareholders meeting, may appoint an election inspector to act at such meeting.
If an election inspector is not so appointed or is not present at the meeting,
the chairman of the meeting may, and upon the request of any person entitled to
vote at the meeting shall, make such appointment. If appointed, the election
inspector will determine the number of shares outstanding, the authenticity,
validity and effect of proxies and the number of shares represented at the
meeting in person and by proxy; receive and count votes, ballots and consents
and announce the results thereof; hear and determine all challenges and
questions pertaining to proxies and voting; and, in general, perform such acts
as may be proper to ensure the fair conduct of the meeting.
ARTICLE III
DIRECTORS
SECTION 3.1 Number and Election. The number of directors that shall constitute
the whole Board shall initially be one; provided, such number may be changed by
the shareholders so long as the number of directors shall not be less than one
or more than nine. Directors shall be elected by the shareholders, and each
director shall serve until the next annual meeting and until his successor is
elected and qualified, or until resignation or removal.
SECTION 3.2 Powers. The business and affairs of the Corporation shall be managed
by the Board, which may exercise all such powers of the Corporation and do all
such lawful acts as are not by Nevada statute, the Articles, or these Bylaws
directed or required to be exercised or done by the shareholders.
SECTION 3.3 Resignation of Directors. Any director may resign his office at any
time by giving written notice of his resignation to the President or the
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein or, if no time be specified therein, at the time of the
receipt thereof, and the acceptance thereof shall not be necessary to make it
effective.
SECTION 3.4 Removal of Directors. Any director or the entire Board may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors at a meeting of
shareholders called expressly for that purpose.
SECTION 3.5 Vacancies. Vacancies resulting from the resignation or removal of a
director and newly created directorships resulting from any increase in the
authorized number of directors shall be filled by the shareholders in accordance
with Section 3.1.
SECTION 3.6 Place of Meetings. Unless otherwise agreed by a majority of the
directors then serving, all meetings of the Board of Directors shall be held at
the Corporation's principal office between the hours of 9:00 a.m. and 5:00 p.m.,
5
and such meetings may be held by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 3.6 shall constitute presence in person at such meeting.
SECTION 3.7 Annual Meetings. Annual meetings of the Board shall be held
immediately following the annual meeting of the shareholders and in the same
place as the annual meeting of shareholders. In the event such meeting is not
held, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board, or as
shall be specified in a written waiver of notice by all of the directors.
SECTION 3.8 Regular Meetings. Regular meetings of the Board may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.
SECTION 3.9 Special Meetings. Special meetings of the Board may be called by the
President or the Secretary with seven (7) days notice to each director, either
personally, by mail, by telegram, or by telephone; special meetings shall be
called in like manner and on like notice by the President or Secretary on the
written request of two (2) directors and shall in such case be held at the time
requested by those directors, o if the President or Secretary fails to call the
special meeting as requested, then the meeting may be called by the two
requesting directors ad shall be held at the time designated by those directors
in the notice.
SECTION 3.10 Quorum and Voting. A quorum at any meeting of the Board shall
consist of a majority of the number of directors then serving, but not less than
two (2) directors, provided that if and when a Board comprised of one member is
authorized, or in the event that only one director is then serving, then one
director shall constitute a quorum. If a quorum shall not be present at any
meeting of the Board, the directors then present may adjourn the meeting to
another time or place, without notice other than announcement at the meeting,
until a quorum shall be present. If a quorum is present, then the affirmative
vote of a majority of directors present is the act of the Board of Directors.
SECTION 3.11 Action Without Meeting. Unless otherwise restricted by the Articles
of these Bylaws, any action required or permitted to be taken at any meeting of
the Board or of any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
SECTION 3.12 Committee of the Board. The Board, by resolution, adopted by a
majority of the full Board, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution and permitted by law, shall have and may exercise all the
authority of the Board. The Board, with or without cause, may dissolve any such
committee or remove any member thereof at any time. The designation of any such
6
committee and the delegation thereto of authority shall not operate to relieve
the Board, or any member thereof, of any responsibility imposed by law.
SECTION 3.13 Compensation. To the extent authorized by resolution of the Board
and not prohibited or limited by the Articles, these Bylaws, or the
shareholders, a director may be reimbursed by the Corporation for his expenses,
if any, incurred in attending a meeting of the Board of Directors, and may be
paid by the Corporation for his expenses, if any, incurred in attending a
meeting of the Board of Directors, and may be paid by the Corporation a fixed
sum or a stated salary or both for attending meetings of the Board. No such
reimbursement or payment shall preclude any director from serving the
Corporation in any such capacity and receiving compensation therefore.
SECTION 3.14 Waiver. A director's attendance at or participation in a meeting
shall constitute a waiver of any objection to defective notice or lack of notice
of the meeting unless the director objects at the beginning of the meeting or
promptly upon his arrival to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. A director may otherwise waive notice of any annual, regular or special
meeting of directors by executing a written notice of waiver either before or
after the time of the meeting.
SECTION 3.15 Chairman of the Board. A Chairman of the Board may be appointed by
the directors. The Chairman of the Board shall perform such duties as from time
to time may be assigned to him by the Board, the shareholders, or these Bylaws.
The Vice Chairman, if one has been elected, shall serve in the Chairman's
absence.
SECTION 3.16 Conduct of Meetings. At each meeting of the Board, one of the
following shall act as chairman of the meeting and preside, in the following
order of precedence:
(a) The Chairman of the Board;
(b) The Vice Chairman;
(c) The President of the Corporation; or
(d) A director chosen by a majority of the directors present, or if a
majority is unable to agree on who shall act as chairman, then the
director with the earliest date of birth shall act as the chairman.
The Secretary of the Corporation, or if he shall be absent from such meeting,
the person whom the chairman of such meeting appoints, shall act as secretary of
such meeting and keep the minutes thereof. The order of business and rules of
procedure at each meeting of the Board shall be determined by the chairman of
such meeting, but the same may be changed by the vote of a majority of those
directors present at such meeting. The Board shall keep regular minutes of its
proceedings.
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ARTICLE IV
OFFICERS
SECTION 4.1 Titles, Offices, Authority. The officers of the Corporation shall be
chosen by the Board of Directors and shall include a President, a Secretary and
a Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief
Executive Officer, a Chief Operating Officer, a Vice President, additional Vice
Presidents, one or more assistant secretaries and assistant treasurers, or any
other officer appointed by the Board. Any number of offices may be held by the
same person, unless the Articles or these Bylaws otherwise provide. If only one
person is serving as an officer of this Corporation, he or she shall be deemed
to be President and Secretary. An officer shall have such authority and shall
perform such duties in the management of the Corporation as may be provided by
the Articles or these Bylaws, or as may be determined by resolution of the Board
or the shareholders in accordance with Article V.
SECTION 4.2 Subordinate Officers. The Board may appoint such subordinate
officers, agents or employees as the Board may deem necessary or advisable,
including one or more additional Vice Presidents, one or more assistant
secretaries, and one or more assistant treasurers, each of whom shall hold
office for such period, have authority and perform such duties as are provided
in these Bylaws or as the Board may from time to time determine. The Board may
delegate to any executive officer or to any committee the power to appoint any
such additional officers, agents or employees. Notwithstanding the foregoing, no
assistant secretary or assistant treasurer shall have power or authority to
collect, account for, or pay over any tax imposed by any federal, state or city
government.
SECTION 4.3 Appointment, Term of Office, Qualification. The officers of the
Corporation shall be appointed by the Board and each officer shall serve at the
pleasure of the Board until the next annual meeting and until a successor is
appointed and qualified, or until resignation or removal.
SECTION 4.4 Resignation. Any officer may resign his office at any time by giving
written notice of his resignation to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein
or, if no time be specified therein, at the time of the receipt thereof, and the
acceptance thereof shall not be necessary to make it effective.
SECTION 4.5 Removal. Any officer or agent may be removed by the Board whenever
in its judgment the best interests of the Corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Appointment of an officer or agent shall not of itself
create contract rights.
SECTION 4.6 Vacancies. A vacancy in any office, because of death, resignation,
removal, or any other cause, shall be filled for the unexpired portion of the
term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this Article IV
for appointment to such office.
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SECTION 4.7 The President. The President shall preside at all meetings of
shareholders. The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board, shall in general supervise
and control all of the business and affairs of the Corporation. He may sign,
when authorized by the Board, certificates for shares of the Corporation and
deeds, mortgages, bonds, contracts, or other instruments which the Board has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or by these Bylaws to some
other officer or agent of the Corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all duties incident
to the office of the President and such other duties as may be prescribed by the
Board form time to time.
SECTION 4.8 The Vice President. Each Vice President shall have such powers and
perform such duties as the Board or the President may from time to time
prescribe and shall perform such other duties as may be prescribed by these
Bylaws. At the request of the President, or in case of his absence or inability
to act, the Vice President or, if there shall be more than one Vice President
then in office, then one of them who shall be designated for the purpose by the
President or by the Board shall perform the duties of the President, and when so
acting shall have all powers of, and be subject to all the restrictions upon,
the President.
SECTION 4.9 The Secretary. The Secretary shall act as secretary of, and keep the
minutes of, all meetings of the Board and of the shareholders; he shall cause to
be given notice of all meetings of the shareholders and directors; he shall be
the custodian of the seal of the Corporation and shall affix the seal, or cause
it to be affixed, to all proper instruments when deemed advisable by him; he
shall have charge of the stock book and also of the other books, records and
papers of the Corporation relating to its organization as a Corporation, and
shall see that the reports, statements and other documents required by law are
properly kept or filed; and he shall in general perform all the duties incident
to the office of Secretary. He shall also have such powers and perform such
duties as are assigned to him by these Bylaws, and he shall have such other
powers and perform such other duties, not inconsistent with these Bylaws, as the
Board shall from time to time prescribe. If no officer has been named as
Secretary, the duties of the Secretary shall be performed by the President or a
person designated by the President.
SECTION 4.10 The Treasurer. The Treasurer shall have charge and custody of, and
be responsible for, all the funds and securities of the Corporation and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all monies and other valuable effects in
the name of and to the credit of the Corporation in such banks and other
depositories as may be designated by the Board, or in the absence of direction
by the Board, by the President; he shall disburse the funds of the Corporation
as may be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the President and to the directors at the regular meetings
of the Board or whenever they may require it, a statement of all his
transactions as Treasurer and an account of the financial condition of the
Corporation; and, in general, he shall perform all the duties incident to the
9
office of Treasurer and such other duties as may from time to time be assigned
to him by the Board. He may sign, with the President or a Vice President,
certificates of stock of the Corporation. If no officer has been named as
Treasurer, the duties of the Treasurer shall be performed by the President or a
person designated by the President.
SECTION 4.11 Compensation. The Board shall have the power to set the
compensation of all officers of the Corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to set the compensation of such subordinate officers.
ARTICLE V
AUTHORITY TO INCUR CORPORATE OBLIGATIONS
SECTION 5.1 Limit on Authority. No officer or agent of the Corporation shall be
authorized to incur obligations on behalf of the Corporation except as
authorized by the Articles or these Bylaws, or by resolution of the Board or the
shareholders. Such authority may be general or confined to specific instances.
SECTION 5.2 Contracts and Other Obligations. To the extent authorized by the
Articles or these Bylaws, or by resolution of the Board or the shareholders,
officers and agents of the Corporation may enter into contracts, execute and
deliver instruments, sign and issue checks, and otherwise incur obligations on
behalf of the Corporation.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.1 Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board. Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an assistant secretary. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the Corporation itself or one of its
employees. Each certificate for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefore
upon such terms and indemnity to the Corporation as the Board may prescribe.
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SECTION 6.2 Issuance. Before the Corporation issues shares, the Board shall
determine that the consideration received or to be received for the shares is
adequate. A certificate shall not be issued for any share until such share is
fully paid.
SECTION 6.3 Transfer of Shares. Transfer of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be June 30.
ARTICLE VIII
DIVIDENDS
From time to time the Board may declare, and the Corporation may pay dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law and its Articles.
ARTICLE IX
INDEMNIFICATION
The Corporation may indemnify and advance litigation expenses to its directors,
officers, employees and agents to the extent permitted by law, the Articles or
these Bylaws, and shall indemnify and advance litigation expenses to its
directors, officers, employees and agents to the extent required by law, the
Articles or these Bylaws. The Corporation's obligations of indemnification, if
any, shall be conditioned on the Corporation receiving prompt notice of the
claim and the opportunity to settle and defend the claim. The Corporation may,
to the extent permitted by law, purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
Corporation.
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ARTICLE X
REPEAL, ALTERATION OR AMENDMENT
These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be
adopted at any time by a majority of the Board at any regular or special
meeting, or by the shareholders at a special meeting called for that purpose.
Any amendment made by the shareholders shall be valid.
IN WITNESS WHEREOF, the undersigned, being the directors of Name of Company,
adopt the foregoing Bylaws, effective as of the date first written above.
DIRECTORS:
/s/ ALEKSANDRS SVIKS
----------------------------
ALEKSANDRS SVIKS ~ DIRECTOR
CERTIFICATION
The undersigned, as secretary of Name of Company., hereby certifies that the
foregoing Bylaws were duly adopted by the Board of Directors.
/s/ ALEKSANDRS SVIKS
-------------------------------
ALEKSANDRS SVIKS~ SECRETARY
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Exhibit 5.1
SCOTT D. OLSON ESQ.
ATTORNEY AT LAW 274 BROADWAY
COSTA MESA, CA 92627
TEL 310.985.1034
FAX 310.564.1912
EMAIL SDOESQ@GMAIL.COM
SKYPE SCOTTDAVIDOLSON
August 19, 2013
MARIKA, INC.
2360 CORPORATE CIRCLE, SUITE 400
HENDERSON NV 89074
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as special counsel to Altair International Corp., a Nevada
corporation ("Company") for the limited purpose of rendering this opinion in
connection with the proposed issuance and sale of up to 5,000,000 shares of the
Company's common stock, par value $0.001 per share ("Shares") pursuant to the
Company's Registration Statement on Form S-1 and the prospectus included therein
(collectively the "Registration Statement") filed with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, I have examined and relied upon the
Registration Statement, the Company's Articles of Incorporation, its Bylaws, and
the originals or copies certified to my satisfaction of such records, documents,
certificates, memoranda and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below. I have assumed
the genuineness and authenticity of all documents submitted to me as originals,
the conformity to originals of all documents submitted to me as copies thereof
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that
the Shares will be, when sold, validly issued, fully paid and nonassessable.
This opinion letter is opining upon and is limited to the current federal laws
of the United States and the Nevada Revised Statutes, including the statutory
provisions, all applicable provisions of the Nevada constitution, and reported
judicial decisions interpreting those laws, as such laws presently exist and to
the facts as they presently exist. I express no opinion with respect to the
effect or applicability of the laws of any other jurisdiction. I assume no
obligation to revise or supplement this opinion letter should the laws of such
jurisdiction be changed after the date hereof by legislative action, judicial
decision or otherwise.
I hereby consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act and to the use of my name therein and
in the related prospectus under the caption "Legal Matters." In giving such
consent, I do not hereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the SEC.
Very truly yours,
/s/ Scott D. Olson Esq.
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Scott D. Olson Esq.
Exhibir 10.1
SERVICES AGREEMENT - ERRAND/CONCIERGE
THE PARTIES TO THIS AGREEMENT ARE:
"Marika Inc ." 2360 Corporate circle, suite 400, Henderson NV 89074
The Client " Superakcijas " A.Kalnina1a-8, Riga Latvia
Marika Inc. hereby agrees to provide general errand services to the Client in
accordance with this agreement.
MARIKA INC. shall provide all such lawful services as are requested by the
Client.
1. Marika Inc. is an independent contractor and not an employee of the
Client and all obligations of Marika Inc. performed hereunder shall be
fulfilled as an independent contractor.
2. MARIKA INC. shall contract with others as needed to provide the
services requested. MARIKA INC. shall use its best efforts to obtain
qualified providers of such services, but no guarantee is given as to
the quality of service provided by others.
3. Client understands and agrees that MARIKA INC. shall not be liable in
any manner for any loss, damages or claims that arise from the
furnishing of services to Client by any subcontractor, including any
consequential damages that may arise from the furnishing of such
services.
4. Cancellation of services must be made 24 hours in advance or a $20 fee
could be assessed. A fee of $ 50 will be assessed for returned checks.
5. If MARIKA INC. is unable to complete an errand by an act of God or
unforeseen event the liability to perform the errand will be excused,
and rescheduled.
6. MARIKA INC. will take every precaution to keep the client information
confidential.
7. Service requests that are dangerous or illegal will not be considered.
8. As full compensation for Marika Inc. performance under the agreement,
the Client shall pay to Marika Inc. a commission in the amount of 10%
from the performed prices.
9. Marika Inc. or the Company may terminate the Agreement by providing no
less than 30 days resignation notice in writing. The agreement is
valid for a period of 12 months from effective date. The Company has
an option to extend the terms for an additional 12 months on the same
terms and condition. This agreement may be modified only in writing
and signed by both parties.
10. This agreement constitutes the whole agreement between the parties and
any alteration must be in writing and signed by both parties. This
Agreement (the "Agreement") is entered into effect this July 10, 2013.
CLIENT ERRAND/CONCIERGE SERVICE
By: /s/ Andris Rokans By: /s/ Aleksandrs Sviks
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Name: Andris Rokans Name: Aleksandrs Sviks
Exhibit 23.2
THOMAS J. HARRIS
CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REGISTERED AUDITOR'S CONSENT
I, Thomas J. Harris, CPA, of 3901 Stone Way North, Suite # 202, Seattle, WA.
98103, do hereby consent to the use of my report dated July 19, 2013 on the
financial statements of Marika, Inc. as of June 30, 2013 and for the period from
inception May 24, 2013 to June 30, 2013, be included in and made part of any
filing to be filed with the U. S. Securities and Exchange Commission. I also
consent to the use of my name in the Experts section of those Forms.
Dated this 20th day of August, 2013.
/s/ Thomas J. Harris
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Thomas J. Harris
Certified Public Accountant