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Item 1. Description of Business
DESCRIPTION OF BUSINESS
In General
Marky Corp. (“we,” “us,” or the “Company”) was incorporated under the laws of the State of Wyoming, U.S. on April 28, 2022 (Inception). Marky Corp. is a provider of social media marketing information services. We provide a platform that offers subscribers access to valuable social media marketing information. The Company is operating an information site, posting global marketing and advertising news on social networks https://markycopr.com/. Our platform is a web-based information portal, accessed through a web browser. It allows end users to access information on any device of their choice, features social media marketing news, updates, tips, and tutorials on promoting their business on social media.
The platform includes RSS Feeds, allowing users to consolidate updates and content from preferred websites. Three subscription plans - Basic, Pro, and Enterprise - are available for accessing RSS Feeds. Marky Corp. is preparing to launch its social media management mobile application "Marky News" on Apple Store. The application will offer exclusive access to SMM resources and industry updates, providing real-time alerts and valuable insights into social media marketing trends.
The member of our management has accumulated extensive expertise, knowledge, and a robust network in the realms of marketing and social media advertising. This encompasses proficiency in digital advertising, social media strategies, operational excellence and product development and deployment. We intend to utilize management's industry knowledge and professional network to enhance our strategic position.
Sales, Marketing and Distribution
We plan to capitalize our information and education platform for specialized industries. We anticipate that the primary source of our revenue will stem from our information platform and the sale of subscription plans available on the Company’s website.
Competition
In the realm of niche software and website development, Marky Corp. finds itself amidst a highly competitive landscape. This industry boasts low entry barriers, making it susceptible to the influx of new entrants eager to establish their presence. The presence of these newcomers only adds to the already significant competitive pressures that we encounter.
Furthermore, within this competitive arena, Marky Corp. operates as a unique entity, serving as an information site dedicated to the dissemination of global marketing and advertising news through social networks. This niche specialization presents both opportunities and challenges for us. It sets us apart from conventional software and website development firms, but at the same time, it narrows our target audience to those specifically seeking specialized marketing insights.
Most of our competitors have one or more advantages over us, including:
Government Regulation
We are subject to various federal, state and international laws and regulations that affect our business, including those relating to the privacy and security of customer and employee personal information and those relating to the Internet, behavioral tracking, mobile applications, advertising and marketing activities, and sweepstakes and contests. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store or transmit the personal information and data of our customers or employees, communicate with our customers, and deliver products and services, may significantly increase our compliance costs. As our business expands to include new uses or collection of data that are subject to privacy or security regulations, our compliance requirements and costs will increase and we may be subject to increased regulatory scrutiny.
Employees
We are a start-up company and currently have one employee - Kos Ramirez Maximiliano, our president, treasurer, secretary and director. We intend to outsource any additional services if the business requires.
Offices
Our business office is located at Kos Ramirez Maximiliano, San Sebastian 309, Martinica León, 37500, Guanajuato, Mexico. Our telephone number is +186-09730746.
Government Regulation
We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Properties.
We do not own any real estate or other properties.
Item 3. Legal Proceedings
During the period ending January 31, 2024, there were no pending or threatened legal actions against us.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures
Not applicable.
There is no other information required to be disclosed under this item that has not previously been reported.
Item 6. Market for Common Equity and Related Stockholder Matters
MARKET INFORMATION
There is currently no public trading market for our common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock for trading on the OTC Markets, there is no assurance that our application will be approved. An application for quotation on the OTC Markets must be submitted by one or more market makers who:
·are approved by FINRA;
·who agree to become a market maker in the security; and
·who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board, the OTCQX or the OTCQB or on a securities exchange.
In order for a security to be eligible for quotation by a market maker, the Company will be required to meet a ($0.01) bid price test, provide information based upon their reporting standard (SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive Officer or Chief Financial Officer.
HOLDERS
As of January 31, 2023, the Company had 4,241,130 shares of our common stock issued and outstanding held by our shareholders.
DIVIDEND POLICY
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans.
RECENT SALES OF UNREGISTERED SECURITIES
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On January 27, 2023 the Company issued 3,500,000 shares of its common stock at $0.001 per share for total proceeds of $3,500.
For the year ended January 31, 2024 the Company issued 741,130 shares of common stock for cash proceeds of $27,704 at $0.03 per share.
There were 4,241,130 and 3,500,000 shares of common stock issued and outstanding as of January 31, 2024, and January 31, 2023, respectively.
OTHER STOCKHOLDER MATTERS
None.
Item 7. Selected Financial Data
Results of Operations for the years ended January 31, 2024 and 2023:
Revenue
During the year ended January 31, 2023 and the year ended January 31, 2024, we generated $0 and $17,185 of revenue, respectively, due to the general growth of our business and increased marketing and sales efforts.
Operating expenses
Total operating expenses for the year ended January 31, 2023 and 2024 were $362 and $18,729, respectively. The operating expenses for the year ended January 31, 2023 and 2024 included Professional Fees of $362 and $13,064; Bank service charges of $0 and $115; and Depreciation expense of $0 and $5,550, respectively. Increases in expenses due to the overall growth of the Company and its increased operations and the increase in amortization expense was due to the acquisition of intangible assets during the period.
Net Income (Loss)
Our net loss for the years ended January 31, 2023 and 2024 was $362 and $1,544, respectively, due to the reasons explained above.
Liquidity and Capital Resources and Cash Requirements
As of January 31, 2024 the Company had cash of $23,630 ($4,629 as of January 31, 2023).
During the year ended January 31, 2024 the Company had $22,234 of cash provided by its operating activities due to its net loss $1,544. During the year ended January 31, 2023, the Company used $9,829 of cash in operating activities due to its net loss $36.
During the year ended January 31, 2024 and 2023, the Company used $103,600 and $8,700 of cash in investing activities, respectively, for the purchase of intangible assets.
During the year ended January 31, 2024 the Company generated $22,234 of cash from financing activities, made up of $25,561. During the year ended January 31, 2023 the Company generated $3,500 of cash from financing.
Critical Accounting Policies
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 in accordance with Accounting Standards Codification No. 606, "Revenue from Contracts with Customers" ("ASC-606"). ASC 606 directs entities to recognize revenue when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services. The Financial Accounting Standards Board (FASB) created a five-step approach that entities should apply when determining the amount and timing of revenue recognition:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company generates revenue through the sale of subscriptions of RSS feeds covering various aspects of social media marketing.
Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Bolko & Company
Accounting and Auditing Firm
1825 NW Corporate Blvd, 110
Boca Raton, Florida 33431
To the Shareholders and Board of Directors
MARKY CORP
Sheridan, Wyoming
We have audited the accompanying consolidated financial statements of MARKY CORP (“Company”), which comprise of balance sheet January 31, 2023, and the related consolidated statements of operations and accumulated deficit, and cash flow for the period from inception (April 28, 2022) to year then ended, and the related notes to the financial statements.
In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the MARKY CORP, as of January 31, 2023, the results of its operations for the year then ended, the changes in its net assets for the period from inception (April 28, 2022) to year in the period then ended, and the financial highlights in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. We were not engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
An audit involves performing procedures to obtain audit evidence about amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Going Concern
The accompanying financial statements have been prepared assuming that the MARKY CORP
will continue as going concern. As discussed in Note 2 to the financial statements, MARKY CORP has suffered recurring losses from operations and has net capital deficiency that raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Bolko & Company
Certified Public Accountant
We have served as the Company’s auditor since 2023
March 31, 2023
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
MARKY, CORP.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Hallmark Venture Group, Inc (the ‘Company’) as of January 31, 2024, and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended January 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2024, and the results of its operations and its cash flows for the year ended January 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company made a net loss of $1,544 and a negative working capital of $88,472. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
(Chartered Accountants)
ID:
We have served as the Company’s auditor since 2024.
May 6, 2024
MARKY CORP.
BALANCE SHEETS
(audited)