Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 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. 333-194145
MERECOT CORP.
(Exact name of registrant as specified in its charter)
Nevada 7373 68-0683374
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification No.)
616 Corporate Way Suite 2-6621,
Valley Cottage, NY 10989
Phone: 929-200-1255
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant as required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act) Yes [X] No [ ]
As of December 31, 2014, the registrant had 7,160,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market has been established as of December 31, 2014
TABLE OF CONTENTS
PART I
Item 1. Description of Business.......................................... 3
Item 1A. Risk Factors.................................................... 5
Item 1B. Unresolved Staff Comments....................................... 5
Item 2. Properties....................................................... 5
Item 3. Legal Proceedings................................................ 6
Item 4. Mine Safety Disclosures.......................................... 6
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities................ 6
Item 6. Selected Financial Data.......................................... 7
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...... 10
Item 8. Financial Statements and Supplementary Data...................... 11
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure......................................... 25
Item 9A. Controls and Procedures......................................... 25
Item 9B. Other Information............................................... 25
PART III
Item 10. Directors, Executive Officers and Corporate Governance.......... 25
Item 11. Executive Compensation.......................................... 27
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters................................. 28
Item 13. Certain Relationships and Related Transactions, and
Director Independence........................................... 28
Item 14. Principal Accounting Fees and Services.......................... 28
PART IV
Item 15. Exhibits, Financial Statement Schedules......................... 29
SIGNATURES.................................................................. 29
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. These statements often can
be identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
We intend that such forward-looking statements be subject to the safe harbors
for such statements. We wish to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
GENERAL
We are a development stage company with nominal revenue earned to date and
minimum operations and assets. Since our incorporation, our management has
determined our business plan to create automated supply chain Web Services to
the SPA and Wellness industry, identified our target market and obtained initial
funding of $10,000 from our director. We will require additional funding in
order to pursue our business objectives and there is no guarantee that we will
be successful in this regard.
Our plan of operation is to design, develop, and run Web Services that will
connect manufacturers and distributors of the SPA products and equipment with
individual SPA and Wellness outlets. The Web Services will perform multiple
business functions including automated inventory control, delivery scheduling,
introduction of the new products and equipment.
Our principal executive office is located at 616 Corporate Way Suite 2-6621,
Valley Cottage, NY 10989. Phone: (929) 200-1255.
We were incorporated in the State of Nevada on June 21, 2013. Our fiscal year
end is December 31.
PRODUCTS/SERVICES
DESCRIPTION OF PRODUCT OR SERVICES
The services offered by Merecot Corp. are based on a distributed Cloud location
with well defined interfaces. There are 2 types of interfaces. One interface is
for suppliers and manufacturers of SPA products and equipment and another is for
consumers (individual SPA and Wellness locations). These services will fulfill
the following functionality:
1. Provide consumers with detailed information about products available
in their geographical area
2. Complete single and/or recurring purchases
3. Setup delivery schedule
4. Preset minimum inventory levels that will trigger next delivery
5. Provide facility to return damaged or unwanted items
6. Limit access to the services only to authorized personnel
3
There will be a grace period for the consumers who want to try services and see
how they can improve the productivity and effectiveness of their company.
TARGET MARKET AND CLIENTS/POTENTIAL CLIENTS
Our target clients are divided in two categories:
Category 1: the individual SPA and Wellness locations, small and medium size
franchises.
Category 2: SPA and Wellness product and equipment manufacturers and
distributors
Geographically both categories could be located anywhere in the world although
at the initial stage of our development we'll target the North American markets
SOURCE OF REVENUE
The key factor in estimating pricing is to attract more SPA and Wellness
locations because of that we will charge them a very modest fee just to cover
the expenses to support them in using our services. Moreover the first 6 months
will be free so they can appreciate the convenience and benefits of our services
Customer's fee (Individual SPA and Wellness locations)
The first 6 months free After the first 6 months fixed monthly fee of
$39.99 USD
The main source of our revenue will be commissions paid by suppliers and
manufacturers. This is the flat fixed fee and the percentage of the sold
products through our services. To attract suppliers and encourage them to build
up the sales network we propose to charge sales commissions based on the volume
of sold products. That means the more volume of the sold product using our
services the less percentage the Supplier will be charged.
Supplier's fees
Fixed monthly fee Percentage of the total amount of sold products
$99.99 USD % based on the volume of sales
MARKETING STRATEGY
The marketing approach is to offer our services for free for a trial period of 6
months to the SPA locations and 3 months to the suppliers and manufacturers.
Suppliers and manufacturers will be contacted directly by our sales
representatives.
Individual SPA locations will receive published information and free offers via
regular mail. Extended information and offers will be also available on our
website. We will use Google and YouTube web advertisement campaign that targets
both categories of our customers.
COMPETITION AND COMPETITIVE STRATEGY
Currently there are no direct competitors that are offering the same services.
There are numbers of potential competitors that provide some elements of what
Merecot Crop. will offer to their customers as integrated package.
We can categorize our competitors into two groups:
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1. The companies that sell SPA products and equipment.
2. The companies that sell Vendor Management, Supplier Management, and
Inventory Management Systems.
We cannot guarantee that we will be able to attract enough customers and that we
will be able to compete effectively because we have not yet begun operations. We
do not have a competitive position relative to these other companies. Once we
launch operations, we hope to compete on the basis of price, quality and the
novelty of our services. We intend to offer new services to the SPA and Wellness
industry. We intend to capitalize on our president's knowledge of SPA business.
We intend to compete on price for our Web Services. While our profit margins
will be smaller on our SPA services, we intend to compensate for this by having
larger margins on services offered to manufacturers and distributors of the SPA
products and equipment.
Our operations and our ability to generate revenues will be harmed if we are
unable to establish a reputation as a provider of quality services.
Currently, our competitive position within the industry is negligible in light
of the fact that we have not started our operations.
SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES
Although we currently have no customers, we believe that with our President's
industry experience and connections will enable us to develop the various
aspects of the business. Ms. Gonikman has experience with the SPA industry and
also experience in arranging promotion and marketing packages.
We believe there are no constraints on the sources or availability of products
and supplies related to the development of our SPA Web Services.
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.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
We do not own any real estate or other properties.
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ITEM 3. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this 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 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET INFORMATION
There is a limited public market for our common shares. Our common shares are
not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on
the OTC Bulletin Board is often thin and is characterized by wide fluctuations
in trading prices due to many factors that may be unrelated to a company's
operations or business prospects. We cannot assure you that there will be a
market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an
organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer network
connecting dealers in stocks. OTC Bulletin Board issuers are traditionally
smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.
As of December 31, 2014, no shares of our common stock have traded.
NUMBER OF HOLDERS
As of December 31, 2014, the 7,160,000 issued and outstanding shares of common
stock were held by a total of 28 shareholders of record.
DIVIDENDS
No cash dividends were paid on our shares of common stock during the fiscal
years ended December 31, 2014. We have not paid any cash dividends since our
inception and do not foresee declaring any cash dividends on our common stock in
the foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES
None.
6
PURCHASE OF OUR EQUITY SECURITIES BY OFFICERS AND DIRECTORS
None.
OTHER STOCKHOLDER MATTERS
None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.
Our cash balance is $13,627 as of December 31, 2014. We believe our cash balance
is not sufficient to fund our limited levels of operations for any period of
time. We have been utilizing funds received from our president and director from
the purchase of shares. She has no commitment, arrangement or legal obligation
to advance or loan funds to the company. In order to implement our plan of
operations for the next twelve month period, we require a minimum of $25,000
(approximately $15,000 of which we anticipate will be costs associated with
being a public company) of funding from this offering. Being a development stage
company, we have very limited operating history. After twelve months period we
may need additional financing. We do not currently have any arrangements for
additional financing. Our principal executive offices are located at 616
Corporate Way, Suite 2-6621, Valley Cottage, NY 10989. Our phone number is (929)
200-1255.
Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. 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
start our proposed operations but we cannot guarantee that once we start
operations we will stay in business after doing so. If we are unable to
successfully attract customers to buy our Web Services 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 are an "emerging growth company," as defined in the JOBS Act, and we may take
advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not "emerging growth companies"
including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding an annual
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non-binding advisory vote on executive compensation and nonbinding stockholder
approval of any golden parachute payments not previously approved. In addition,
Section 107 of the JOBS Act also provides that an "emerging growth company" can
take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In
other words, an "emerging growth company" can delay the adoption of certain
accounting standards until those standards would otherwise apply to private
companies. However, we are choosing to "opt out" of such extended transition
period, and as a result, we will comply with new or revised accounting standards
on the relevant dates on which adoption of such standards is required for
non-emerging growth companies. Section 107 of the JOBS Act provides that our
decision to opt out of the extended transition period for complying with new or
revised accounting standards is irrevocable.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2014 AND FOR THE PERIOD
JUNE 21, 2013 (INCEPTION) TO DECEMBER 31, 2013
During the period June 21, 2013 to December 31, 2013 we had revenue of $420
compared to $0 for the year ended December 31, 2014
During the year ended December 31, 2014, our operating expenses were comprised
of professional fees of $13,913 and general and administrative expenses of
$1,202 compared to $2,500 in professional fees and $1,086 in general
administrative expenses for the period ended December 31, 2013 . We currently
anticipate that our legal and accounting fees will increase over the next 12
months as a result of becoming a reporting company with the SEC, and will be
approximately $15,000. We have prepared an internal business plan. We have not
started our proposed business operations and do not expect to do so until
approximately 180 days after we have completed this offering.
Since inception, we sold 7,160,000 common stock shares 5,000,000 of them were
sold to our president.
ACTIVITIES TO DATE
A substantial portion of our activities to date focused on becoming a reporting
public company to raise more capital to finance our business activities. Our
President has also developed Plan of Operations. We have established the company
office and provided information session and consulting about our services to one
prospective customer.
PLAN OF OPERATIONS
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of software; (ii)
developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
8
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2014, the Company had $13,627 cash and current liabilities of
$6,001. The net operating capital of the Company is sufficient for the Company
to remain operational in a short term.
Since inception, we have sold 5,000,000 shares of common stocks to our president
and director, at a price of $0.001 per share and 2,160,000 shares of common
stock to our investors at a price of $0.01 per share for the aggregated proceeds
of $26,600. Our president and director also provided $5,000 long term loan to
the company (non interest bearing with no fixed term of repayment).
We are attempting to raise funds to proceed with our plan of operation. Our
current cash on hand will be used to pay the fees and expenses of this offering.
We will have to utilize funds from our sole officer and director. However, she
has no formal commitment, arrangement or legal obligation to advance or loan
funds to the company. We cannot guarantee that we will be able to sell all the
shares required to satisfy our 12 months financial requirement. If we are
successful, any money raised will be applied to the items set forth in the Use
of Proceeds section of this prospectus. In the long term we may need additional
financing. We do not currently have any arrangements for additional financing.
Obtaining additional funding will be subject to a number of factors, including
general market conditions, investor acceptance of our business plan and initial
results from our business operations. These factors may impact the timing,
amount, terms or conditions of additional financing available to us. There is no
assurance that any additional financing will be available or if available, on
terms that will be acceptable to us.
GOING CONCERN CONSIDERATION
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. The Company's cash position may not
be sufficient to support its daily operations. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. If we sell at least 25% of the shares in the
offering we believe that we will have the resources to operate for the next 12
months, including for the costs associated with becoming a publicly reporting
company. The company anticipates over the next 12 months the cost of being a
reporting public company will be approximately $15,000.
9
LIMITED OPERATING HISTORY AND NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Merecot Corp.
December 31, 2014
Index to the Financial Statements
Report of Independent Registered Public Accounting Firm .................. 12
Balance sheet at December 31, 2014 and 2013 .............................. 13
Statement of operations for the year ended December 31, 2014 and for
the period from June 21, 2013 (inception) through December 31, 2013....... 14
Statement of stockholder's equity for the period from June 21, 2013
(inception) through December 31, 2014...................................... 15
Statement of cash flows for the year ended December 31, 2014 and
for the period from June 21, 2013 (inception) through December 31, 2013.... 16
Notes to the financial statements ......................................... 17
11
[LETTERHEAD OF KLJ & ASSOCIATES, LLP]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Merecot Corp.
We have audited the accompanying balance sheet of Merecot Corp. as of December
31, 2014 and 2013 and the related statements of operations, stockholders'
equity, and cash flows for the year ended December 31, 2014 and for the period
June 21, 2013 (Inception) through December 31, 2013. Merecot Corp. management is
responsible for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Merecot Corp. as of December
31, 2014 and 2013 , and the results of its operations and its cash flows for the
year ended December 31, 2014 and for the period June 21, 2013 (Inception)
through December 31, 2013 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
entity will continue as a going concern. As discussed in Note 3 to the financial
statements, the entity has suffered recurring losses from operations and has a
net capital deficiency that raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ KLJ & Associates, LLP
------------------------------------
KLJ & Associates, LLP
St. Louis Park, MN
June 4, 2015
12
Merecot Corp.
Balance Sheets
December 31, December 31,
2014 2013
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 13,627 $ 7,830
-------- --------
Total current assets 13,627 7,830
-------- --------
Equipment, net of depreciation 658 --
-------- --------
Total assets $ 14,285 $ 7,830
======== ========
LIABILITIES AND STOCKHOLDERS" EQUITY
CURRENT LIABILITIES
Advances from stockholder 1,001 996
Loan payable - stockholder 5,000 5,000
-------- --------
Total current liabilities 6,001 5,996
-------- --------
STOCKHOLDERS' EQUITY
Common stock, par value $0.001; 75,000,000 shares authorized,
7,160,000 and 5,000,000 shares issued and outstanding, respectively 7,160 5,000
Additional paid-in capital 19,440 --
Accumulated deficit (18,316) (3,166)
-------- --------
Total stockholders' equity 8,284 1,834
-------- --------
Total liabilities and stockholders' equity $ 14,285 $ 7,830
======== ========
The accompanying notes are an integral part of these financial statements.
13
Merecot Corp.
Statements of Operations
For the Period from
June 21, 2013
For the (inception)
Year Ended through
December 31, December 31,
2014 2013
---------- ----------
Revenues earned during the development stage $ -- $ 420
Operating Expenses
Professional fees 13,913 2,500
General and administrative expenses 1,202 1,086
---------- ----------
Total operating expenses 15,115 3,586
Loss before Income Tax Provision (15,115) (3,166)
Income Tax Provision -- --
---------- ----------
Net Loss $ (15,115) $ (3,166)
========== ==========
Net loss per common share
- Basic and Diluted $ (0.00) $ (0.00)
========== ==========
Weighted average common shares outstanding
- Basic and Diluted 7,140,000 5,000,000
========== ==========
The accompanying notes are an integral part of these financial statements.
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Merecot Corp.
Statements of Stockholders Equity
For the Period June 21, 2013 (Inception) through December 31, 2014
Common Stock Additional Total
------------------- Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------ ------ ------- ------- ------
Inception, June 21, 2013 -- $ -- $ -- $ -- $ --
Issuance of common shares
for cash upon formation 5,000,000 5,000 -- -- 5,000
Net loss -- -- -- (3,166) (3,166)
--------- ------- -------- --------- --------
Balance, December 31, 2013 5,000,000 5,000 -- (3,166) 1,834
Issuance of common shares
for cash 2,160,000 2,160 19,440 -- 21,600
Net loss -- -- -- (15,150) (15,150)
--------- ------- -------- --------- --------
Balance, December 31, 2014 7,160,000 $ 7,160 $ 19,440 $ (18,316) $ 8,284
========= ======= ======== ========= ========
The accompanying notes are an integral part of these financial statements.
15
Merecot Corp.
Statements of Cash Flows
For the Period from
June 21, 2013
For the (inception)
Year Ended through
December 31, December 31,
2014 2013
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(15,150) $ (3,166)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Changes in operating assets and liabilities:
Depreciation expense 34 --
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (15,116) (3,166)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (692) --
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (692) --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from stockholder 5 996
Loan payable - stockholder -- 5,000
Proceeds from sale of common shares 21,600 5,000
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 21,605 10,996
-------- --------
NET CHANGE IN CASH 5,797 7,830
CASH, BEGINNING OF THE PERIOD 7,830 --
-------- --------
CASH, END OF THE PERIOD $ 13,627 $ 7,830
======== ========
Supplemental Cash Flow Information:
Interest paid $ -- $ --
Income taxes paid $ -- $ --
The accompanying notes are an integral part of these financial statements.
16
Merecot Corp.
December 31, 2014
Notes to the Financial Statements
NOTE 1 - ORGANIZATION AND OPERATIONS
MERECOT CORP.
Merecot Corp. (the "Company") was incorporated on June 21, 2013 under the laws
of the State of Nevada. The Company engages in creating automated supply chain
Web Services to the SPA and Wellness industry.
NOTE 2 - SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES
The Management of the Company is responsible for the selection and use of
appropriate accounting policies and the appropriateness of accounting policies
and their application. Critical accounting policies and practices are those that
are both most important to the portrayal of the Company's financial condition
and results and require management's most difficult, subjective, or complex
judgments, often as a result of the need to make estimates about the effects of
matters that are inherently uncertain. The Company's significant and critical
accounting policies and practices are disclosed below as required by generally
accepted accounting principles.
BASIS OF PRESENTATION
The Company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP").
USE OF ESTIMATES AND ASSUMPTIONS AND CRITICAL ACCOUNTING ESTIMATES AND
ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date(s)
of the financial statements and the reported amounts of revenues and expenses
during the reporting period(s).
Critical accounting estimates are estimates for which (a) the nature of the
estimate is material due to the levels of subjectivity and judgment necessary to
account for highly uncertain matters or the susceptibility of such matters to
change and (b) the impact of the estimate on financial condition or operating
performance is material. The Company's critical accounting estimate(s) and
assumption(s) affecting the financial statements was (were):
(i) ASSUMPTION AS A GOING CONCERN: Management assumes that the Company
will continue as a going concern, which contemplates continuity of
operations, realization of assets, and liquidation of liabilities in
the normal course of business.
(ii) VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS: Management assumes that
the realization of the Company's net deferred tax assets resulting
from its net operating loss ("NOL") carry-forwards for Federal income
tax purposes that may be offset against future taxable income was not
considered more likely than not and accordingly, the potential tax
benefits of the net loss carry-forwards are offset by a full valuation
allowance. Management made this assumption based on (a) the Company
has incurred recurring losses, (b) general economic conditions, and
(c) its ability to raise additional funds to support its daily
operations by way of a public or private offering, among other
factors.
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These significant accounting estimates or assumptions bear the risk of change
due to the fact that there are uncertainties attached to these estimates or
assumptions, and certain estimates or assumptions are difficult to measure or
value.
Management bases its estimates on historical experience and on various
assumptions that are believed to be reasonable in relation to the financial
statements taken as a whole under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop
the estimates utilizing currently available information, changes in facts and
circumstances, historical experience and reasonable assumptions. After such
evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph
820-10-35-37") to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels. The fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs.
The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37
are described below:
Level 1 Quoted market prices available in active markets for identical assets or
liabilities as of the reporting date.
Level 2 Pricing inputs other than quoted prices in active markets included in
Level 1, which are either directly or indirectly observable as of the
reporting date.
Level 3 Pricing inputs that are generally observable inputs and not corroborated
by market data.
Financial assets are considered Level 3 when their fair values are determined
using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. If the inputs used to measure the
financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.
The carrying amounts of the Company's financial assets and liabilities, such as
cash and accrued expenses approximate their fair values because of the short
maturity of these instruments.
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Transactions involving related parties cannot be presumed to be carried out on
an arm's-length basis, as the requisite conditions of competitive, free-market
dealings may not exist. Representations about transactions with related parties,
if made, shall not imply that the related party transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions unless such
representations can be substantiated.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturities of three
months or less at the time of purchase to be cash equivalents.
RELATED PARTIES
The Company follows subtopic 850-10 of the FASB Accounting Standards
Codification for the identification of related parties and disclosure of related
party transactions.
Pursuant to Section 850-10-20 the related parties include a. affiliates of the
Company; b. entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method
by the investing entity; c. trusts for the benefit of employees, such as pension
and profit-sharing trusts that are managed by or under the trusteeship of
management; d. principal owners of the Company; e. management of the Company; f.
other parties with which the Company may deal if one party controls or can
significantly influence the management or operating policies of the other to an
extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests; and g. other parties that can significantly
influence the management or operating policies of the transacting parties or
that have an ownership interest in one of the transacting parties and can
significantly influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own separate
interests.
The financial statements shall include disclosures of material related party
transactions, other than compensation arrangements, expense allowances, and
other similar items in the ordinary course of business. However, disclosure of
transactions that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements. The disclosures shall
include: a. the nature of the relationship(s) involved; b. a description of the
transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and
such other information deemed necessary to an understanding of the effects of
the transactions on the financial statements; c. the dollar amounts of
transactions for each of the periods for which income statements are presented
and the effects of any change in the method of establishing the terms from that
used in the preceding period; and d. amounts due from or to related parties as
of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.
COMMITMENT AND CONTINGENCIES
The Company follows subtopic 450-20 of the FASB Accounting Standards
Codification to report accounting for contingencies. Certain conditions may
exist as of the date the financial statements are issued, which may result in a
loss to the Company but which will only be resolved when one or more future
events occur or fail to occur. The Company assesses such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In assessing
loss contingencies related to legal proceedings that are pending against the
Company or unasserted claims that may result in such proceedings, the Company
evaluates the perceived merits of any legal proceedings or unasserted claims as
well as the perceived merits of the amount of relief sought or expected to be
sought therein.
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If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's financial statements.
If the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of
possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they
involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time, that these
matters will have a material adverse effect on the Company's financial position,
results of operations or cash flows. However, there is no assurance that such
matters will not materially and adversely affect the Company's business,
financial position, and results of operations or cash flows.
REVENUE RECOGNITION
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company recognizes revenue when it is
realized or realizable and earned. The Company considers revenue realized or
realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an arrangement exists, (ii) the product has been shipped or the
services have been rendered to the customer, (iii) the sales price is fixed or
determinable, and (iv) collectability is reasonably assured.
INCOME TAX PROVISION
The Company accounts for income taxes under Section 740-10-30 of the FASB
Accounting Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards
Codification ("Section 740-10-25"). Section 740-10-25 addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under Section 740-10-25,
the Company may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and
requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis
of assets and liabilities are reported in the accompanying balance sheets, as
well as tax credit carry-backs and carry-forwards. The Company periodically
reviews the recoverability of deferred tax assets recorded on its balance sheets
and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might
be challenged upon an audit and cause changes to previous estimates of tax
liability. In addition, the Company operates within multiple taxing
jurisdictions and is subject to audit in these jurisdictions. In management's
opinion, adequate provisions for income taxes have been made for all years. If
actual taxable income by tax jurisdiction varies from estimates, additional
allowances or reversals of reserves may be necessary.
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UNCERTAIN TAX POSITIONS
The Company did not take any uncertain tax positions and had no adjustments to
its income tax liabilities or benefits pursuant to the provisions of Section
740-10-25 for the period from June 21, 2013 (inception) through December 31,
2013.
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed pursuant to section 260-10-45 of
the FASB Accounting Standards Codification. Basic net income (loss) per common
share is computed by dividing net income (loss) by the weighted average number
of shares of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and potentially dilutive
outstanding shares of common stock during the period to reflect the potential
dilution that could occur from common shares issuable through contingent share
arrangements, stock options and warrants.
There were no potentially dilutive common shares outstanding for the period from
June 21, 2013 (inception) through December 31, 2013.
CASH FLOWS REPORTING
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards
Codification for cash flows reporting, classifies cash receipts and payments
according to whether they stem from operating, investing, or financing
activities and provides definitions of each category, and uses the indirect or
reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25
of the FASB Accounting Standards Codification to report net cash flow from
operating activities by adjusting net income to reconcile it to net cash flow
from operating activities by removing the effects of (a) all deferrals of past
operating cash receipts and payments and all accruals of expected future
operating cash receipts and payments and (b) all items that are included in net
income that do not affect operating cash receipts and payments. The Company
reports the reporting currency equivalent of foreign currency cash flows, using
the current exchange rate at the time of the cash flows and the effect of
exchange rate changes on cash held in foreign currencies is reported as a
separate item in the reconciliation of beginning and ending balances of cash and
cash equivalents and separately provides information about investing and
financing activities not resulting in cash receipts or payments in the period
pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards
Codification.
SUBSEQUENT EVENTS
The Company follows the guidance in Section 855-10-50 of the FASB Accounting
Standards Codification for the disclosure of subsequent events. The Company will
evaluate subsequent events through the date when the financial statements were
issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification,
the Company as an SEC filer considers its financial statements issued when they
are widely distributed to users, such as through filing them on EDGAR.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued
update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other
things, the amendments in this update removed the definition of development
stage entity from Topic 915, thereby removing the distinction between
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development stage entities and other reporting entities from US GAAP. In
addition, the amendments eliminate the requirements for development stage
entities to (1) present inception-to-date information on the statements of
income, cash flows and shareholders equity, (2) label the financial statements
as those of a development stage entity; (3) disclose a description of the
development stage activities in which the entity is engaged and (4) disclose in
the first year in which the entity is no longer a development stage entity that
in prior years it had been in the development stage. The amendments are
effective for annual reporting periods beginning after December 31, 2014 and
interim reporting periods beginning after December 15, 2015, however entities
are permitted to early adopt for any annual or interim reporting period for
which the financial statements have yet to be issued. The Company has elected to
early adopt these amendments and accordingly have not labeled the financial
statements as those of a development stage entity and have not presented
inception-to-date information on the respective financial statements.
NOTE 3 - GOING CONCERN
The financial statements have been prepared assuming that the Company will
continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business.
As reflected in the financial statements, the Company had a deficit accumulated
during the development stage at December 31, 2013, a net loss and net cash used
in operating activities for the period from June 21, 2013 (inception) through
December 31, 2013. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
Although the Company has recognized some nominal amount of revenues since
inception, the Company is devoting substantially all of its efforts on
establishing the business and its planned principal operations have not
commenced. The Company is attempting to commence operations and generate
sufficient revenue; however, the Company's cash position may not be sufficient
to support its daily operations. While the Company believes in the viability of
its strategy to commence operations and generate sufficient revenue and in its
ability to raise additional funds, there can be no assurances to that effect.
The ability of the Company to continue as a going concern is dependent upon its
ability to further implement its business plan and generate sufficient revenue
and its ability to raise additional funds by way of a public or private
offering.
The financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
NOTE 4 - STOCKHOLDER'S EQUITY
SHARES AUTHORIZED
Upon formation the total number of shares of all classes of stock which the
Company is authorized to issue is Seventy-Five Million (75,000,000) shares of
which Seventy-Five Million (75,000,000) shares shall be Common Stock, par value
$0.001 per share.
COMMON STOCK
On June 21, 2013, upon formation, the Company sold 5,000,000 shares of common
stock to the founder of the Company at $0.001 per share, or $5,000 in cash.
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NOTE 5 - RELATED PARTY TRANSACTIONS
RELATED PARTIES
Related parties with whom the Company had transactions are:
Related Parties Relationship
--------------- ------------
Evgenia Gonikman Chairman, CEO, significant stockholder and director
FREE OFFICE SPACE
The Company has been provided office space by its Chief Executive Officer at no
cost. Management determined that such cost is nominal and did not recognize the
rent expense in its financial statement.
ADVANCES FROM STOCKHOLDER
From time to time, the Chairman, CEO and significant stockholder of the Company
advances funds to the Company for working capital purpose. Those advances are
unsecured, non-interest bearing and due on demand.
The Chairman, CEO and significant stockholder of the Company advanced $996 in
aggregate to the Company for the period from June 21, 2013 (inception) through
December 31, 2013, none of which has been repaid.
LOAN PAYABLE - CHIEF EXECUTIVE OFFICER
On July 5, 2013, the Company executed a loan agreement in the amount of $5,000
payable to the Chairman, CEO and significant stockholder of the Company. The
loan is unsecured, non-interest bearing and due on demand.
NOTE 6 - INCOME TAX PROVISION
DEFERRED TAX ASSETS
At December 31, 2013, the Company had net operating loss ("NOL") carry-forwards
for Federal income tax purposes of $3,166 that may be offset against future
taxable income through 2033. No tax benefit has been recorded with respect to
these net operating loss carry-forwards in the accompanying consolidated
financial statements as the management of the Company believes that the
realization of the Company's net deferred tax assets of approximately $1,076 was
not considered more likely than not and accordingly, the potential tax benefits
of the net loss carry-forwards are offset by the full valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.
The Company has provided a full valuation allowance on the deferred tax assets
because of the uncertainty regarding its realization. The valuation allowance
increased approximately $1,076 for the period from June 21, 2013 (inception)
through December 31, 2013.
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Components of deferred tax assets are as follows:
December 31, December 31,
2014 2013
-------- --------
Net deferred tax assets - Non-current:
Expected income tax benefit from NOL carry-forwards $ 5,151 $ 1,076
Less valuation allowance (5,151) (1,076)
-------- --------
Deferred tax assets, net of valuation allowance $ -- $ --
======== ========
INCOME TAX PROVISION IN THE STATEMENT OF OPERATIONS
A reconciliation of the federal statutory income tax rate and the effective
income tax rate as a percentage of income before income taxes is as follows:
For the Period from
June 21, 2013
For the (inception)
Year Ended through
December 31, December 31,
2014 2013
-------- --------
Federal statutory income tax rate 34.0% 34.0%
Increase (reduction) in income tax provision resulting from:
Net operating loss ("NOL") carry-forwards (34.0) (34.0)
Effective income tax rate 0.0% 0.0%
NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated all events that occur after the balance sheet date
through the date when the financial statements were issued to determine if they
must be reported. The Management of the Company determined that there were no
reportable subsequent event(s) to be disclosed.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 9A. 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 December 31, 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 twelve-month period
ended December 31, 2014 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
No report required.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Name Age Position
---- --- --------
Evgenia Gonikman 36 President, Secretary, Chief Executive Officer and
member of the Board of Directors.
Marina Konevetsky 57 Treasurer
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BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICER AND DIRECTOR
EVGENIA GONIKMAN
Set forth below is a brief description of the background and business experience
of our executive officer and director:
Evgenia Gonikman has been our President, Secretary, and a member of the Board of
Directors since our inception on June 21, 2013. Ms. Gonikman has SPA and
Wellness experience as well as technical experience in IT field.
1999-2003 worked in Hospitality Industry, Arad, Israel.
In 2004 Completed one year Esthetician program, Israel.
In 2005 Ms. Gonikman opened her own SPA business in Arad, Israel. Name: Jenny
SPA, Rishon LeZion, Israel.
From 2005 till present Ms. Gonikman owned her own SPA outlet.
Ms. Gonikman obtained international certificates in SPA and Wellness industry.
In 2008 she successfully completed Traditional Chinese Medicine course at
Complementary Medicine College of Canada and entitled to practice Acupuncture
and Herbal Medicine and utilize the suffix D.Ac. (Doctor of Acupuncture).
In 2008 She was granted designation of Certified Skin Care Therapist (C.S.C.T)
by Canadian Examining Board Health Care Practitioners.
Since 2012, Ms Gonikman was a member of Canadian Association of Acupuncture and
Traditional Chinese Medicine.
Ms. Gonikman' schedule currently allows her to spend up to fifteen hours a week
on the operations of our company. She indicates that she is willing to spend
more time with the business as it grows and her services are needed. We
anticipate that she will eventually be required to spend about 60 hours a week
on matters relating to our business during the tourist season. In such
circumstances, she will have her relatives assume responsibility for the
management of her private guest house during peak tourist season.
The specific experience, qualifications, attributes, and skills that led to the
conclusion that Ms. Gonikman serve as our director were: her business experience
in the SPA industry in Israel and managing her own SPA business.
MARINA KONEVETSKY
Set forth below is a brief description of the background and business experience
of our treasurer: Marina Konevetsky.
Marina Konevetsky has been our Treasurer since our inception on June 21, 2013.
Ms. Konevetsky schedule currently allows her to spend up to five hours a week on
the operations of our company. She indicates that she is willing to delegate
more of her business time as our business grows and her services are needed.
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Marina Konevetsky has a master degree in biology
In 2012 graduated from Robetech Institute, Toronto, Canada
2005-2011 Quality Control technologist, Solbar Industries Ltd., Ashdod, Israel
2001-2005 Engineer laboratory building materials Ashdod, Israel
1981 to 2001 she worked as a chemist in the state research institute Irkutsk,
Russia.
In 1981 Marina Konevetsky graduated with Master Degree from the State
University, Irkutsk, Russia.
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we have no
operations, at the present time, we believe the services of a financial expert
are not warranted.
SIGNIFICANT EMPLOYEES
We have no employees other than our sole director, Evgenia Gonikman and our
Treasurer, Marina Konevetsky; each of them currently devotes approximately 7
hours per week to company matters. We intend to hire employees on an as needed
basis.
ITEM 11. EXECUTIVE COMPENSATION
Nonqualified
Non-Equity Deferred
Name and Stock Option Incentive Plan Compensation All Other
Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total
Position Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
-------- ---- ----- ----- ----- ----- ----- ----- ----- -----
Evgenia Gonikman 2013 0 0 0 0 0 0 0 0
(President)
Evgenia Gonikman 2014 0 0 0 0 0 0 0 0
(President)
Marina Konevetsky 2013 0 0 0 0 0 0 0 0
(Treasurer)
Marina Konevetsky 2014 0 0 0 0 0 0 0 0
(Treasurer)
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CHANGE OF CONTROL
As of December 30, 2014, we had no pension plans or compensatory plans or other
arrangements that provide compensation in the event of a termination of
employment or a change in our control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table provides certain information regarding the ownership of our
common stock, as of December 31, 2014 and as of the date of the filing of this
annual report by:
* Each of our executive officers;
* Each director;
* Each person known to us to own more than 5% of our outstanding common
stock; and
* All of our executive officers and directors and as a group.
Name of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Evgenia Gonikman 5,000,000 shares of 69.8%
(President and Director) common stock
Marina Konevetsky 80,000 shares of 1.1%
(Treasurer) common stock
The percent of class is based on 7,160,000 shares of common stock issued and
outstanding as of the date of this annual report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
During the year ended December 31, 2014, we had not entered into any
transactions with our sole officer or director, or persons nominated for these
positions, beneficial owners of 5% or more of our common stock, or family
members of these persons wherein the amount involved in the transaction or a
series of similar transactions exceeded the lesser of $120,000 or 1% of the
average of our total assets for the last three fiscal years.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
During fiscal year ended December 31, 2014, we incurred approximately $6,000 in
fees to our principal independent accountants for professional services rendered
in connection with the audit of our financial statements and for the reviews of
our financial statements. Audit fees incurred during financial year ended
December 2013 were $2,500. Payment cleared the bank January 28, 2014.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Annual Report.
31.1 Certification of Chief Executive Officer Certification Pursuant To
Section 302 of the Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section
1350 as Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of
2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant Section 906 of the Sarbanes-Oxley Act
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MERECOT CORP.
(Registrant)
By: /s/ Evgenia Gonikman
-------------------------------------------
Evgenia Gonikman
President and Chief Executive Officer and
Chief Financial Officer
Date June 8, 2015
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