U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q/A

(Amendment No. 1)

 

Mark One

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2014

 

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

 

For the transition period from __________ to __________

 

Commission File No. 333-190728

 

MARIKA INC.

(Exact name of registrant as specified in its charter)

 

Nevada		30-0784346
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

 

2360 Corporate Circle, Suite 400

Henderson NV 89074

(702) 425-4332

(Address and telephone number of principal executive offices)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

 

Class		Outstanding as of November 13, 2014
Common Stock: $0.001		6,100,000

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Amended Form 10-Q”) of Marika Inc. (the “Company”) amends the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2014 (the “Original Form 10-Q”), to correct certain immaterial, inadvertent errors in the financial statements. The Company incorrectly (a) failed to account for “Loan s from a director” in the aggregate amount of $3,000, a nd (b) recognized “P roceeds from sale of common stock” in the amount of $3,000, which resulted in an erroneous misstatement that the number of shares outstanding as of September 30, 2014 was 6,250,000 rather than the correct number of 6,100,000 . In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company has calculated and recognized adjustments accordingly.

 

The following table s show the effects of the restatement on the Company’s financial statements for the applicable period s :  

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

		Three Months Ended September 30, 2014 (Unaudited)
		As Previously Recorded				As Restated
Loan s from a director		$	474			$	3,474
Total Liabilities		$	1,124			$	4,124
Common s tock, par value $0.001; 75,000,000 shares authorized, 6,100,000 shares issued and outstanding		$	6,250			$	6,100
Additional paid in capital		$	22,750			$	19,900
Total Stockholders’ Equity / (Deficit)		$	(904	)			(3,904	)

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended September 30, 2014 (Unaudited)
		As Previously Recorded				As Restated
WEIGHTED A VERAGE N UMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			6,250,000				6,100,000

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY )

STATEMENTS OF CASH FLOWS

(Unaudited)

  

		Three months ended September 30, 2014								For the period from May 24, 2013 (Inception) to September 30, 2014
		As Previously Recorded				As Restated				As Previously Recorded				As Restated
Proceeds from sale of common stock		$	3,000			$	-			$	29,000			$	2 6 ,000
Loans from a director		$	-			$	3,000			$	474			$	3,474

 

Except as described above , and the corresponding changes in the Notes to the F inancial S tatements , “ Item 2. Management's Discussion a nd Analysis o f Financial Condition a nd Results of Operation , ” and elsewhere in th is Amended Form 10-Q , in addition to the correction of certain typographical and formatting errors, no other amendments are being made to the Original Form 10-Q. This Amended Form 10-Q does not reflect events occurring after the filing of the Original Form 10-Q, or modify or update the disclosure contained therein in any other way other than as required to reflect the amendments discussed above.

 

The Company has attached to this Amended Form 10-Q updated certifications executed as of the date of this Amended Form 10-Q by the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. These updated certifications are attached as Exhibits 31.1 / 31 .2 and 32.1 / 32.2 to this Amended Form 10- Q .

 

2

 

TABLE OF CONTENTS

 

PART 1	FINANCIAL INFORMATION
Item 1	Financial Statements
	Balance Sheets as of  September 30, 2014 (Unaudited) (R estated) and June 30, 2014		4
	Statements of Operations for the periods three months ended September 30, 2014 and 2013 and from May 24, 2013 (Date of Inception) to September 30, 2014 (Unaudited)		5
	Statements of Cash Flows for the periods three months ended September 30, 2014 and 2013 and from May 24, 2013 (Date of Inception) to September 30, 2014 (Unaudited)		6
	Notes to Financial Statements		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		15
Item 4.	Controls and Procedures		15
PART II.	OTHER INFORMATION
Item 1	Legal Proceedings		16
Item 1A.	Risk Factors		16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		16
Item 3	Defaults Upon Senior Securities		16
Item 4	Mine Safety Disclosures		16
Item 5	Other Information		16
Item 6	Exhibits		17
	Signatures		18

 

3

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2014

 

		September 30, 2014 (Unaudited)				June 30, 2014 (Audited)
		(Restated)
ASSETS
Current Assets
Cash and cash equivalents		$	220			$	11,138
Total Current Assets		$	220			$	11,138
Total Assets		$	220			$	11,138
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts Payable		$	650			$	650
Loans from a director			3,474				474
Total Liabilities			4,124				1,124
Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 6,100,000 shares issued and outstanding;			6,100				6,100
Additional paid in capital			19,900				19,900
Deficit accumulated during the development stage			(29,904	)			(15,986	)
Total Stockholders’ Equity/(Deficit)			(3,904	)			10,014
Total Liabilities and Stockholders’ Equity		$	220			$	11,138

 

See accompanying notes to financial statements.

 

4

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three months ended September 30, 2014				Three months ended September 30, 2013				For the period from May 24, 2013 (Inception) to September 30, 2014
		(Restated)
REVENUES		$	0			$	0			$	0
OPERATING EXPENSES
Operating Expenses			18				12				817
Professional Fees			13,900				5,750				29,087
TOTAL OPERATING EXPENSES			13,918				5,762				29,904
NET LOSS FROM OPERATIONS			(13,918	)			(5,762	)			(29,904	)
PROVISION FOR INCOME TAXES			0				0				0
NET LOSS		$	(13,918	)		$	(5,762	)		$	(29,904	)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			6,100,000				6,100,000				5,000,000

 

See accompanying notes to financial statements.

 

5

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three months ended September 30, 2014				Three months ended September 30, 2013				For the period from May 24, 2013 (Inception) to September 30, 2014
		(Restated)								(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(13,918	)		$	(5,762	)		$	(29,904	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses			-				1,250				650
CASH FLOWS USED IN OPERATING ACTIVITIES			(13,918	)			(4,512	)			(29,254	)
CASH FLOWS FROM INVESTING ACTIVITIES
Accounts Receivable			-				-				-
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES			-				-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock			-				-				26,000
Loans from a director			3,000				-				3,474
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			3,000				-				29,474
NET INCREASE IN CASH			10,918				(4,512	)			220
Cash, beginning of period			11,138				5,200				0
Cash, end of period		$	220			$	688			$	220
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		$	0			$	0			$	0
Income taxes paid		$	0			$	0			$	0

 

See accompanying notes to financial statements.

 

6

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Marika Inc. was incorporated under the laws of the State of Nevada on May 24, 2013. The Company has no business operations and is considered a development stage company, as defined by Accounting Standards Codification 915.10.05 “Accounting and Reporting by Development Stage Enterprises”. The company was formed with the intention of providing errand and concierge services to businesses and individuals on an online platform.

 

NOTE 2 – RESTATEMENT

 

The financial statements have been revised to correct certain immaterial, inadvertent accounting errors. The Company incorrectly (a) failed to account for “Loans from a director” in the aggregate amount of $3,000, and (b) recognized “Proceeds from sale of common stock” in the amount of $3,000, which resulted in an erroneous misstatement that the number of shares outstanding as of September 30, 2014 was 6,250,000 rather than the correct number of 6,100,000. In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company has calculated and recognized adjustments accordingly.

 

The following tables show the effects of the restatement on the Company’s financial statements for the applicable periods:

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

		Three Months Ended September 30, 2014 (Unaudited)
		As Previously Recorded				As Restated
Loans from a director		$	474			$	3,474
Total Liabilities		$	1,124			$	4,124
Common stock, par value $0.001; 75,000,000 shares authorized, 6,100,000 shares issued and outstanding		$	6,250			$	6,100
Additional paid in capital		$	22,750			$	19,900
Total Stockholders’ Equity / (Deficit)		$	(904	)			(3,904	)

 

7

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended September 30, 2014 (Unaudited)
		As Previously Recorded				As Restated
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			6,250,000				6,100,000

 

MARIKA INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three months ended September 30, 2014								For the period from May 24, 2013 (Inception) to September 30, 2014
		As Previously Recorded				As Restated				As Previously Recorded				As Restated
Proceeds from sale of common stock		$	3,000			$	-			$	29,000			$	26,000
Loans from a director		$	-			$	3,000			$	474			$	3,474

 

8

 

NOTE 3 – 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. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for year ending June 30, 2014 and the three month period ending September 30, 2014.

 

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 September 30, 2014. 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.

 

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 $220 of cash as of September 30, 2014 and $ 11,138 as of June 30, 2014.

 

9

 

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

 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted Accounting Standards Codification 740.10.05 “Accounting for Income Taxes” as of its inception. Pursuant to Accounting Standards Codification 740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years for the.

 

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 will recognize 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.

 

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 September 30, 2014.

 

10

 

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 4 – LOANS FROM DIRECTOR

 

In May 2013, a director loaned $274 to incorporate the Company and $200 to open bank account. On December 3, 2013, the director loaned $1,600 towards expenses for the C ompany. On January 22, 2014, the director loaned $400 towards expenses for the Company. On May 1, 2014, the director loaned $1,000 to pay for expenses of the Company . The loan is unsecured, non-interest bearing and due on demand.

 

The balance due to the director was $3,474 as of September 30, 2014.

 

NOTE 5 – COMMON STOCK

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

 

On September 28, 2013, the Company issued 5,000,000 shares of common stock for cash proceeds of $5,000 at $0.001 per share.

 

As of June 30, 2014, the Company issued 1,100,000 shares of common stock for cash proceeds of $21,000 at $0.02 per share.

 

There were 6,100,000 shares of common stock issued and outstanding as of September 30, 2014.

 

NOTE 6 – 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.

 

11

 

NOTE 7 – INCOME TAXES

 

As of June 30, 2014, the Company had net operating loss carry forwards of approximately $15,986 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, 2014
Federal income tax benefit attributable to:
Current Operations		$	5,435
Less: valuation allowance			(5,435	)
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, 2014
Deferred tax asset attributable to:
Net operating loss carryover		$	5,435
Less: valuation allowance			(5,435	)
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 $15,986 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 8 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has reviewed events between July 1, 2014 and October 21, 2014, the date that the financial statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

12

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

Employees and Employment Agreements

 

At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

 

Results of Operation

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Three Months Periods Ended September 30, 2014 and 2013

 

Our net loss for the three months periods ended September 30, 2014 and 2013 were $13,918 and $5,762. During the three months periods ended September 30, 2014 and 2013 we did not generate any revenue.

 

The weighted average number of shares outstanding was 6,100,000 for the three months period ending September 30, 2014, and 5,000,000 for the three months period ending September 30, 2013.

 

13

 

Liquidity and Capital Resources

 

Three Months Period Ended September 30, 2014

 

As at September 30, 2014, our total assets were $220 compared to $11,138 in total assets at June 30, 2014. Total assets were comprised of cash and cash equivalents only. As at September 30, 2014 and June 30, 2014, our total liabilities were $4,124. Stockholders’ equity/(deficit) was $(3,904) as of September 30, 2014 compared to equity of $10,014 as of June 30, 2014.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the three months period ended September 30, 2014, net cash flows used in operating activities was $13,918. For the three months period ended September 30, 2013, net cash flows used in operating activities was $4,512. For the period from inception (May 24, 2013) to September 30, 2014, net cash flows from operating activities was $29,254.

 

Cash Flows from Investing Activities

 

For the three months period ended September 30, 2014, the Company have not generated any cash flow.

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from either advancements or the issuance of equity. For the three months periods ended September 30, 2014, cash flows for financing activities were $3,000. For the period from inception (May 24, 2013) to September 30, 2014, net cash provided by financing activities was $29,474 received from proceeds from issuance of common stock and director loans.

 

Plan of Operation and Funding

 

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

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

 

14

 

Off-Balance Sheet Arrangements

 

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

The independent auditors' review report accompanying our September 30, 2014 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

No report required.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

15

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS

 

No report required.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

No report required.

 

ITEM 6. EXHIBITS

 

16

 

Exhibit No.		Description
31.1 / 31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer and Principal Financial Officer
32.1 / 32.2		Rule 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

 

17

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

	Marika Inc.
Dated: December 11, 2014	By:	/s/ Aleksandrs Sviks
		Aleksandrs Sviks
		President and Chief Executive Officer and Chief Financial Officer

 

18

---

EXHIBIT 31.1 / 31.2

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)

OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

I, Aleksandrs Sviks, certify that:

 

1.	I have reviewed this report on Form 10-Q/A of Marika Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: December 11, 2014	By:	/s/ Aleksandrs Sviks
		Aleksandrs Sviks
		President and Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

 

EXHIBIT 32.1 / 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q/A of Marika Inc. (the “Company”), for the quarter ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Aleksandrs Sviks, President and Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

	By:	/s/ Aleksandrs Sviks
	Name:	Aleksandrs Sviks
	Title:	President and Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)
	Date:	December 11, 2014