Form 1-A Clikia Corp.
Tweet
Share
E-mail1-A LIVE 0001486452 XXXXXXXX false false Clikia Corp. NV 2002 0001486452 3911 43-1965656 1 0 1 BRIDGE PLAZA 2ND FLOOR FORT LEE NJ 07024 551-486-3980 Eric Newlan Other 0.00 0.00 225000.00 0.00 225662.00 722662.00 0.00 772662.00 -542574.00 225662.00 0.00 172000.00 0.00 -244534.00 -1.63 -1.63 COMMON STOCK 3156273 18717D305 OVER THE COUNTER - OTC MARKETS INC. SERIES A SUPER VOTING 2000000 N/A N/A CONVERITBLE PROMISSORY NOTE 276000 N/A N/A true true false Tier1 Unaudited Equity (common or preferred stock) Y N Y Y N N 5000000 3156273 1.3750 6875000.00 0.00 0.00 0.00 6875000.00 NEWLAN & NEWLAN, LTD 7000.00 NEW YORK, COLORADO 500.00 68676500.00 true false CO NY false CLIKIA CORP. COMMON STOCK 13200 0 ISSUED PURSUANT TO SETTLEMENT AGREEMENT AND STIPULATION CONVERSION FOR $2100 CLIKIA CORP. COMMON STOCK 9800 0 ISSUED PURSUANT TO SETTLEMENT AGREEMENT AND STIPULATION CONVERSION FOR $2100 CLIKIA CORP. COMMON STOCK 3000000 3000000 $50000 PURSUANT TO A REORGANIZATION AGREEMENT SAME AS (c)(1) CLIKIA CORP. CONVERTIBLE PROMISSORY NOTE 115000 0 $115,000 CASH LOAN Sec. 3(a)(10); Sec. 3(a)(10); Sec. 4(a)(2); Sec. 4(a)(2)
File No. 024-________
As filed with the Securities and Exchange Commission on June 1, 2020
PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR
Preliminary Offering Circular dated June 1, 2020
An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the SEC).
Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be
accepted before the offering statement filed with the SEC is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the
solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before
registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice
within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such
Final Offering Circular was filed may be obtained.
OFFERING CIRCULAR
CLIKIA CORP.
5,000,000 Shares of Common Stock
By this Offering Circular, Clikia Corp., a Nevada corporation, is offering for sale a maximum of 5,000,000 shares of its common stock (the Offered Shares), at
a fixed price of $._____[$0.25-$2.50] per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the SEC). A minimum
purchase of $300 of the Offered Shares is required in this offering. This offering is being conducted on a best-efforts basis, which means that there is no
minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds
from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund
and could lose their entire investments. This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date
which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion. (See
Plan of Distribution).
Title of
Securities Offered Number of Shares Price to Public Commissions(1) Proceeds to Company(2)
___________________________________________________________________________________________________________________________________________
Common Stock 5,000,000 $_________[$0.25-$2.50] $-0- $_________[$1,250,000-$12,500,000]
____________________________________________
(1) We may offer the Offered Shares through registered broker-dealers and we may pay finders. However, information as to any such broker-dealer or
finder shall be disclosed in an amendment to this Offering Circular.
(2) Does not account for the payment of expenses of this offering estimated at $7,500. See Plan of Distribution.
Our common stock is quoted on the OTC Pink, which is operated by OTC Markets Group, Inc. (OTC Markets), under the ticker symbol CLKA. On May 29, 2020, the
closing price of our common stock was $0.16 per share.
Investing in the Offered Shares is speculative and involves substantial risks. You should purchase Offered Shares only if you can afford a complete loss of your
investment. See Risk Factors, beginning on page 4, for a discussion of certain risks that you should consider before purchasing any of the Offered Shares.
THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC.
HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will
receive from an investment in Offered Shares.
No sale may be made to you in this offering, if you do not satisfy the investor suitability standards described in this Offering Circular under Plan of
Distribution-State Law Exemption and Offerings to Qualified Purchasers-Investor Suitability Standards (page 15). Before making any representation that you
satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing,
we encourage you to refer to www.investor.gov.
This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.
The date of this Offering Circular is __________, 2020.
s TABLE OF CONTENTS
Page
Cautionary Statement Regarding Forward-Looking Statements 2
Offering Circular Summary 2
Risk Factors 4
Dilution 11
Use of Proceeds 12
Plan of Distribution 13
Description of Securities 14
Business 16
Management's Discussion and Analysis of Financial Condition and Results of Operations 20
Directors, Executive Officers, Promoters and Control Persons 23
Executive Compensation 24
Security Ownership of Certain Beneficial Owners and Management 25
Certain Relationships and Related Transactions 26
Legal Matters 27
Where You Can Find More Information 27
Index to Financial Statements 27
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such
forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook;
anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards
and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting
the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans,
possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the
negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are
difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-
looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements.
All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties,
along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue
reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.
OFFERING CIRCULAR SUMMARY
The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should
consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors
section and the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to Clikia
Corp., a Nevada corporation, including its sole subsidiary, Maison Luxe, Inc., a Wyoming.
-2-
Our Company
Clikia Corp. was incorporated in 2002 in the State of Nevada, under the name MK Automotive, Inc. Our corporate name changed to Clikia Corp. in July 2017.
From 2002 through 2015, our company was engaged in the retail and commercial automotive diagnostic, maintenance and repair services businesses, and, from December
2015 through January 2017, we pursued the commercial exploitation of Squuak.com, a social media and content sharing tool and platform. From January 2017 through
April 2019, we operated an over-the-top (OTT) video streaming subscription service known as Clikia. From April 2019 through May 2020, we pursued a plan of business
that called for our company to establish a private jet charter operation, an aircraft maintenance business, an aircraft sales and brokerage operation and an online
aircraft parts store. Ultimately, these business efforts were unsuccessful, for differing reasons.
In April 2020, our company experienced a change in control, pursuant to which Mr. Anil Idnani became our controlling shareholder and sole officer and
director. Following such change-in-control transaction, in May 2020, we acquired all of the assets, including the going business (collectively, the "Maison Luxe
Business"), of Maison Luxe, LLC, a Delaware limited liability. Our wholly-owned subsidiary, Maison Luxe, Inc., a Wyoming corporation, now owns and operates the
Maison Luxe Business. Currently, this constitutes the entirety of our company's business operations.
Recent Changes: Business Plan and Management
At the close of business on April 28, 2020, there occurred a change in control of our company, whereby Mr. Anil Idnani purchased securities representing
voting control of our company from AE Aviation, LLC, a Wisconsin limited liability company owned by our former sole officer and director, Dean E. Sukowatey. In
conjunction with the change-in-control transaction, Mr. Sukowatey resigned as CEO and Director of our company. Mr. Idnani, an experienced public company executive
officer and luxury retail businessman, now serves as our sole director and officer.
Following the change-in-control transaction, and in light of the ongoing failure to establish our aviation business, our Board of Directors determined to
acquire the Maison Luxe Business and has adopted its plan of business and ongoing operations as part of our overall operations. (See Business).
Offering Summary
Securities Offered 5,000,000 shares of common stock, par value $0.00001 (the Offered Shares).
Offering Price $._____[$0.25-$2.50] per Offered Share.
Shares Outstanding 3,156,273 shares issued and outstanding as of the date hereof, with an additional 312,465 unissued shares underlying
Before This Offering currently convertible portions of outstanding convertible instruments.
Shares Outstanding 8,156,273 shares, with an additional 807,465 unissued shares underlying currently convertible portions of outstanding
After This Offering convertible debt instruments and agreements.
Minimum Number of Shares None
to Be Sold in This Offering
Investor Suitability Standards The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified
who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile,
home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.
Market for our Common Stock Our common stock is quoted on the OTC Pink under the ticker symbol CLKA.
Termination of this Offering This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which
is one year from this offering being qualified by the SEC and (c) the date on which this offering is earlier terminated by
us, in our sole discretion.
Use of Proceeds We will apply the proceeds of this offering for inventory, sales and marketing expenses, general and administrative expenses,
payroll expenses and working capital. (See Use of Proceeds).
Risk Factors An investment in the Offered Shares involves a high degree of risk and should not be purchased by investors who cannot afford
the loss of their entire investments. You should carefully consider the information included in the Risk Factors section of
this Offering Circular, as well as the other information contained in this Offering Circular, prior to making an investment
decision regarding the Offered Shares.
Corporate Information Our principal executive offices are located at 1 Bridge Plaza, 2nd Floor, Fort Lee, New Jersey 07024; our telephone number
is 551-486-3980; our corporate website is located at www.maisonluxeny.com. No information found on our company's website is
part of this Offering Circular.
-3-
Continuing Reporting Requirements Under Regulation A
As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this
offering. We will not be required to file any other reports with the SEC following this offering.
However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and other supplemental
reports with OTC Markets, which will be available at www.otcmarkets.com.
All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports
required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.
RISK FACTORS
An investment in the Offered Shares involves substantial risks. You should carefully consider the following risk factors, in addition to the other
information contained in this Offering Circular, before purchasing any of the Offered Shares. The occurrence of any of the following risks might cause you to lose
a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties
that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, including
statements in the following risk factors, constitute forward-looking statements. (See Cautionary Statement Regarding Forward-Looking Statements).
Risks Associated with the Novel Coronavirus (COVID-19)
It is possible that the novel Coronavirus ("COVID-19") pandemic could cause long-lasting stock market volatility and weakness, as well as long-lasting
recessionary effects on the United States and/or global economies.
Should the negative economic impact caused by the novel Coronavirus pandemic result in long-term economic weakness in the United States and/or globally,
our ability to establish the Maison Luxe Business would be severely negatively impacted. It is possible that our company would not be able to sustain during any
such long-term economic weakness.
We may suffer sluggish or negative sales growth as a result of the COVID-19 pandemic.
Inasmuch as a majority of the global demand for luxury retail goods is from China, it is possible that the Maison Luxe Business will encounter difficulty
in attracting buyers for its luxury retail goods. Should such be the case, our operating results would be negatively affected.
Risks Related to Our Company
There is doubt about our ability to maintain the Maison Luxe Business as a viable business.
We have incurred operating losses over the past four years, in an attempt to develop businesses that differ from our current plan of business, that is,
the Maison Luxe Business. While the Maison Luxe Business derived approximately $______ in revenues during the first three months of 2020, there is no assurance
that we will be successful in maintaining and/or expanding the Maison Luxe Business.
We may be unable to obtain sufficient capital to implement the full plan of business of Maixon Luxe Business.
Currently, we do not have sufficient financial resources with which to establish the full Maison Luxe plan of business. There is no assurance that we will
be able to obtain sources of financing, in order to satisfy our working capital needs.
We do not have a successful operating history; we do not have any operating history with respect to our recently acquired Maison Luxe Business.
While the Maison Luxe Business derived approximately $_________ in revenues during the first three months of 2020, we are without a history of operations
in the luxury retail business, which makes an investment in our common stock speculative in nature. Because of this lack of operating history, it is difficult to
forecast our future operating results. Additionally, our operations will
-4-
be subject to risks inherent in the establishment of a new business, including, among other
factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies and developing awareness and acceptance of the Maison
Luxe Business. Our performance and business prospects will suffer, in particular, if we are unable to:
- obtain access to inventory on acceptable terms;
- achieve market acceptance of the Maison Luxe Business;
- establish long-term customer relationships.
There are risks and uncertainties encountered by early-stage companies.
As an early-stage company, we are unable to offer assurance that we will be able to overcome the lack of brand recognition of the Maison Luxe Business and
our lack of capital.
We may not be successful in establishing our business model.
We are unable to offer assurance that we will be successful in establishing the Maison Luxe Business. Should we fail to implement successfully the business
plan of the Maison Luxe Business, you can expect to lose your entire investment in our common stock.
We may never earn a profit.
Because we lack a successful operating history with respect to our luxury retail business, we are unable to offer assurance that we will ever earn a
profit therefrom.
If we are unable to manage future expansion effectively, our business may be adversely impacted.
In the future, we may experience rapid growth in our aviation services, which could place a significant strain on our company's infrastructure, in general,
and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our
business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.
We currently depend on the efforts of our sole executive officer's serving without current compensation; the loss of this executive officer could disrupt our
operations and adversely affect the development of the Maison Luxe Business.
Our success in establishing the Maison Luxe Business will depend, primarily, on the continued service of our sole officer, Anil Idnani. We have not
entered into an employment agreement with Mr. Inani. The loss of service of Mr. Idnani, for any reason, could seriously impair our ability to execute our business
plan, which could have a materially adverse effect on our business and future results of operations. We have not purchased any key-man life insurance.
If we are unable to recruit and retain key personnel, our business may be harmed.
If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate
smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.
Our business plan is not based on independent market studies.
We have not commissioned any independent market studies with respect to the industry in which the Maison Luxe Business operates. Rather, our plans for
implementing our aviation services and achieving profitability are based on the experience, judgment and assumptions of our sole executive officer. If these
assumptions prove to be incorrect, we may not be successful in establishing the Maison Luxe Business.
Our Board of Directors may change our policies without shareholder approval.
Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board
of Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any dividends or other
distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or
revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies,
which policy changes may have a material adverse effect on our financial condition and results of operations.
Risks Related to Our Business
The Maison Luxe Business may not achieve wide market acceptance.
Without significant funds with which to market its luxury retail goods, our recently acquired Maison Luxe Business may not succeed in attracting
sufficient customer interest and follow-on sales to generate a profit. There is no assurance that, even with adequate funds with which to market its luxury
retail goods, the Maison Luxe Business will ever earn a profit from its operations.
We will remain in an illiquid financial position and face a cash shortage, unless and until we obtain needed capital.
Currently, we are in an illiquid financial position and will remain in such a position, unless the Maison Luxe Business generates operating revenues,
which we currently expect it to do during the second quarter of 2020, and/or we obtain needed capital through this offering, of which there is no assurance. There
is no assurance that we will ever achieve adequate liquidity.
-5-
We may not compete successfully with other businesses in the luxury retail goods industry.
The Maison Luxe Business competes, directly or indirectly, with local, national and international purveyors of luxury retail goods. The Maison Luxe
Business may not be successful in competing against its competitors, many of whom have longer operating histories, significantly greater financial stability
and better access to capital markets and credit than we do. We also expect to face numerous new competitors offering goods and related services comparable to those
offered by the Maison Luxe Business. There is no assurance that we will be able to compete successfully against our competition.
Risks Related to Compliance and Regulation
We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of
Regulation 13D or 13G, nor Regulation 14D.
So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our
outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors and
persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information
about our directors, executive officers and beneficial holders will only be available through periodic reports we file with OTC Markets.
Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable
future; provided, however, that we will register our common stock under the Exchange Act if we have, after the last day of any fiscal year, more than either (1)
2000 persons; or (2) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.
Further, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other
things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to
shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.
The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the
tender offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company's common stock for a limited
period of time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a
fixed number of their shares.
In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of
Regulation 13D and Regulation 13G, which require the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity
securities of a class, becomes, directly or indirectly, the beneficial owner of more than 5% of the class.
There may be deficiencies with our internal controls that require improvements.
As a Tier 1 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting and we will be exempt from any
independent auditor attestation requirements concerning any such report, so long as we are a Tier 1 issuer. We are in the process of evaluating whether our internal
control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as
compared to issuers that have conducted such independent evaluations.
Risks Related to Our Organization and Structure
As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the
requirements for independent board members.
As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an
issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which
a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent
directors and a written audit committee charter meeting a national stock exchange's requirements, (c) a nominating/corporate governance committee composed entirely of
independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange's requirements, (d) a compensation committee
composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent
audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate
governance requirements of a national stock exchange.
-6-
Our holding company structure makes us dependent on our current subsidiary, and future subsidiaries, for our cash flow and subordinates the rights of our shareholders
to the rights of creditors of our current subsidiary, and future subsidiaries, in the event of an insolvency or liquidation of any such subsidiary.
Our company, Clikia Corp., will act as a holding company and, accordingly, substantially all of our operations will be conducted through subsidiaries.
Such subsidiaries will be separate and distinct legal entities. As a result, our cash flow will depend upon the earnings of our subsidiaries. In addition, we will
depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any obligation to provide our company with funds for our
payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed
against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before
our company, as a shareholder, would be entitled to receive any distribution from that sale or disposal.
Risks Related to a Purchase of the Offered Shares
There is no minimum offering and no person has committed to purchase any of the Offered Shares.
We have not established a minimum offering hereunder, which means that we will be able to accept even a nominal amount of proceeds, even if such amount of
proceeds is not sufficient to permit us to achieve any of our business objectives. In this regard, there is no assurance that we will sell any of the Offered Shares
or that we will sell enough of the Offered Shares necessary to achieve any of our business objectives. Additionally, no person is committed to purchase any of the
Offered Shares.
We have outstanding convertible debt instruments that could negatively affect the market price of our common stock.
Certain of our outstanding convertible debt instruments could negatively affect the market price of our common stock, should their respective exercise prices,
at the time of exercise, be lower than the then-market price of our common stock. We are unable, however, to predict the actual effect that the conversion of any such
convertible debt instruments would have on the market price of our common stock.
We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock.
From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital
will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance
of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could
negatively affect the market price of our common stock or cause our shareholders to experience dilution.
You may never realize any economic benefit from a purchase of Offered Shares.
Because the market for our common stock is volatile, there is no assurance that you will ever realize any economic benefit from your purchase of Offered
Shares.
We do not intend to pay dividends on our common stock.
We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in
the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our
common stock, until we have funds which our Board of Directors determines can be allocated to dividends.
Our shares of common stock are Penny Stock, which may impair trading liquidity.
Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it
difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who
sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must
make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The SEC also
has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the
customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.
-7-
Our common stock is thinly traded and its market price may become highly volatile.
There is currently only a limited market for our common stock. A limited market is characterized by a relatively limited number of shares in the public float,
relatively low trading volume and a small number of brokerage firms acting as market makers. The market for low priced securities is generally less liquid and more
volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our
common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond
our control:
- quarterly variations in our operating results;
- operating results that vary from the expectations of investors;
- changes in expectations as to our future financial performance, including financial estimates by investors;
- reaction to our periodic filings, or presentations by executives at investor and industry conferences;
- changes in our capital structure;
- announcements of innovations or new services by us or our competitors;
- announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
- lack of success in the expansion of our business operations;
- announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings;
- additions or departures of key personnel;
- asset impairment;
- temporary or permanent inability to offer products or services; and
- rumors or public speculation about any of the above factors.
The terms of this offering were determined arbitrarily.
The terms of this offering were determined arbitrarily by us. The offering price for the Offered Shares does not necessarily bear any relationship to our
company's assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Shares should not be considered as
an indication of any intrinsic value of such securities. (See Dilution).
Future sales of our common stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock.
Our sole officer and director holds shares of our restricted common stock, but will be able to sell his shares in the market beginning in approximately
May 2021. In general, our officers and directors and major shareholders, as affiliates, under Rule 144 may not sell more than one percent of the total issued and
outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of
substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailing market prices for our common stock.
As of the date of this Offering Circular, there is a total of approximately 488,000,000 shares of our common stock reserved for issuance upon conversion of
the currently convertible portions of convertible debt instruments and pursuant to agreements. All such shares constitute an overhang on the market for our common
stock and, if and when issued, will be issued without transfer restrictions, pursuant to certain exemptions from registration, and could reduce prevailing market
prices for our common stock. Also, in the future, we may also issue securities in connection with our obtaining needed capital or an acquisition transaction. The
amount of shares of our common stock issued in connection with any such transaction could constitute a material portion of our then-outstanding shares of common
stock.
The outstanding shares of our Series A Super-Voting Preferred Stock effectively preclude current and future owners of our common stock from influencing any corporate
decision.
Our sole officer and director, Anil Idnani owns 100% of the outstanding shares of our Series A Super Voting Preferred Stock. The Series A Super Voting
Preferred Stock has 500 times that number of votes on all matters submitted to the holders of our common stock and votes together with the holders of our common
stock as a single class. Mr. Idnani will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by
our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant
corporate transaction. His control of the outstanding Series A Super Voting Preferred Stock may also delay or prevent a future change of control of our company
at a premium price, if he opposes it.
You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering.
If you acquire any Offered Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase
price of the Offered Shares in this offering. (See Dilution).
-8-
As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us.
Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities
laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal
action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure
to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.
DILUTION
Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid
by purchasers of the Offered Shares in this offering and the net tangible book value per share immediately after completion of this offering. In this offering,
dilution is attributable primarily to our negative net tangible book value per share.
If you purchase Offered Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per Offered
Share and the net tangible book value of our common stock after this offering. Our net tangible book value as of March 31, 2020, was $(542,574) (unaudited), or
$(3.47) per share. Net tangible book value per share is equal to total assets minus the sum of total liabilities and intangible assets divided by the total number
of shares outstanding.
The tables below illustrate the dilution to purchasers of Offered Shares in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25% of the
Offered Shares are sold.
Assuming the Sale of 100% of the Offered Shares
Assumed offering price per share $_____[$0.25-$2.50]
Net tangible book value per share as of March 31, 2020 (unaudited) $(3.47)
Increase in net tangible book value per share after giving effect to this offering $_____[$3.61-$5.79]
Pro forma net tangible book value per share as of March 31, 2020 (unaudited) $_____[$0.14-$2.32]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering $_____[$0.11-$0.18]
Assuming the Sale of 75% of the Offered Shares
Assumed offering price per share $_____[$0.25-$2.50]
Net tangible book value per share as of March 31, 2020 (unaudited) $(3.47)
Increase in net tangible book value per share after giving effect to this offering $_____[$3.57-$5.73]
Pro forma net tangible book value per share as of March 31, 2020 (unaudited) $_____[$0.10-$2.26]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering $_____[$0.15-$0.24]
Assuming the Sale of 50% of the Offered Shares
Assumed offering price per share $_____[$0.25-$2.50]
Net tangible book value per share as of March 31, 2020 (unaudited) $(3.47)
Increase in net tangible book value per share after giving effect to this offering $_____[$3.50-$5.62]
Pro forma net tangible book value per share as of March 31, 2020 (unaudited) $_____[$0.03-$2.15]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering $_____[$0.22-$0.35]
Assuming the Sale of 25% of the Offered Shares
Assumed offering price per share $_____[$0.25-$2.50]
Net tangible book value per share as of March 31, 2020 (unaudited) $(3.47)
Increase in net tangible book value per share after giving effect to this offering $_____[$3.31-$5.31]
Pro forma net tangible book value per share as of March 31, 2020 (unaudited) $_____[$(0.16)-$1.84]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering $_____[$0.41-$0.66]
USE OF PROCEEDS
The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Shares and
assuming the payment of no sales commissions or finder's fees. There is, of course, no guaranty that we will be successful in selling any of the Offered Shares in
this offering.
-9-
Assumed Percentage of Offered Shares Sold in This Offering
25% 50% 75% 100%
Number of Offered Shares sold 1,250,000 2,500,000 3,750,000 5,000,000
Gross proceeds $___[$312,500-$3,125,000] $___[$625,000-$6,250,000] $___[$937,500-9,375,000] $___[$1,250,000-$12,500,000]
Offering expenses 7,500 7,500 7,500 7,500
Proceeds to our company $___[$305,000-$3,117,500] $___[$617,500-$6,242,500] $___[$930,000-9,367,500] $___[$1,242,500-$12,492,500]
The table below sets forth the manner in which we intend to apply the net proceeds derived by us in this offering, assuming the sale of 25%, 50%, 75% and
100% of the Offered Shares. All amounts set forth below are estimates.
Use of Proceeds for Assumed Percentage of Offered Shares Sold in This Offering
25% 50% 75% 100%
Inventory $ 623,500 $1,248,500 $1,872,500 $ 2,498,500
Sales and Marketing Expense 623,500 1,248,500 1,872,500 2,498,500
Salary Expense 623,500 1,248,500 1,872,500 2,498,500
General and Administrative Expense 623,500 1,248,500 1,872,500 2,498,500
Working Capital 623,500 1,248,500 1,872,500 2,498,500
TOTAL $3,117,500 $6,242,500 $9,367,500 $12,492,500
We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations
of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made with
respect to the aviation industry, general economic conditions and our future revenue and expenditure estimates.
Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management,
who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon
numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary
or advisable to use portions of the proceeds of this offering for other purposes.
In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or
by borrowing funds. Currently, we do not have any committed sources of financing.
PLAN OF DISTRIBUTION
In General
Our company is offering a maximum of 5,000,000 Offered Shares on a best-efforts basis, at a fixed price of $.____[$0.25-$2.50] per Offered Share; any funds
derived from this offering will be immediately available to us for our use. There will be no refunds. This offering will terminate at the earliest of (a) the date
on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is
earlier terminated by us, in our sole discretion.
There is no minimum number of Offered Shares that we are required to sell in this offering. All funds derived by us from this offering will be immediately
available for use by us, in accordance with the uses set forth in the Use of Proceeds section of this Offering Circular. No funds will be placed in an escrow account
during the offering period and no funds will be returned, once an investor's subscription agreement has been accepted by us.
We intend to sell the Offered Shares in this offering through the efforts of our Chief Executive Officer, Anil Idnani. Mr. Idnani will not receive any
compensation for offering or selling the Offered Shares. We believe that Mr. Idnani is exempt from registration as a broker-dealers under the provisions of
Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Mr. Idnani:
- is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Act; and
- is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or
indirectly on transactions in securities; and
- is not an associated person of a broker or dealer; and
-10-
- meets the conditions of the following:
- primarily performs, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in
connection with transactions in securities; and
- was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and
- did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance
on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act.
As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Offered Shares. However, we reserve
the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 7.0% of the gross
offering proceeds from their sales of the Offered Shares. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard selling
agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions
of up to 7% on the sale of Offered Shares effected by the broker-dealer.
Procedures for Subscribing
If you are interested in subscribing for Offered Shares in this offering, please go to www.maisonluxeny.com and electronically receive and review the
information set forth on such website.
Thereafter, should you decide to subscribe for Offered Shares, you are required to follow the procedures described therein, which are:
- Electronically execute and deliver to us a subscription agreement; and
- Deliver funds directly by check or by wire or electronic funds transfer via ACH to our specified bank account.
Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have
been transferred to us, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all
monies from rejected subscriptions immediately to you, without interest or deduction.
Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Offered Shares
subscribed. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All
accepted subscription agreements are irrevocable.
This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download
24 hours per day, 7 days per week on our website at www.maisonluxeny.com, as well as on the SEC's website, www.sec.gov.
An investor will become a shareholder of our company and the Offered Shares will be issued, as of the date of settlement. Settlement will not occur until an
investor's funds have cleared and we accept the investor as a shareholder.
By executing the subscription agreement and paying the total purchase price for the Offered Shares subscribed, each investor agrees to accept the terms of the
subscription agreement and attests that the investor meets certain minimum financial standards. (See State Qualification and Investor Suitability Standards below).
An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs,
Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.
Minimum Purchase Requirements
You must initially purchase at least $300.00 of the Offered Shares in this offering. If you have satisfied the minimum purchase requirement, any additional
purchase must be in an amount of at least $50.00.
State Law Exemption and Offerings to Qualified Purchasers
State Law Exemption. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Offered Shares in any
jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Offered Shares involves substantial risks and possible loss by
investors of their entire investments. (See Risk Factors).
-11-
The Offered Shares have not been qualified under the securities laws of any state or jurisdiction. Currently, we plan to sell the Offered Shares only in
Colorado and New York. However, we may, at a later date, decide to sell Offered Shares in other states. In the case of each state in which we sell the Offered Shares,
we will qualify the Offered Shares for sale with the applicable state securities regulatory body or we will sell the Offered Shares pursuant to an exemption from
registration found in the applicable state's securities, or Blue Sky, law.
Certain of our offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Offered Shares to others.
Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters.
Investor Suitability Standards. The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified
who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum
net worth of $250,000, exclusive of automobile, home and home furnishings.
Issuance of Certificates
Upon settlement, that is, at such time as an investor's funds have cleared and we have accepted an investor's subscription agreement, we will issue a
certificate or certificates representing such investor's purchased Offered Shares.
Transferability of the Offered Shares
The Offered Shares will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.
Advertising, Sales and Other Promotional Materials
In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other
promotional materials in connection with this offering. These materials may include information relating to this offering, articles and publications concerning
industries relevant to our business operations or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales
material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the
sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a
view to presenting a balanced discussion of risk and reward with respect to the Offered Shares, these materials will not give a complete understanding of our company,
this offering or the Offered Shares and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and
prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Offered Shares.
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 500,000,000 shares of common stock, $.00001 par value per share, and 5,000,000 shares of Series A Super Voting
Preferred Stock, $.00001 par value per share. As of the date of this Offering Circular, there were 3,156,211 shares of our common stock issued and outstanding,
held by 61 holders of record; a total of 488,000,000 shares of common stock reserved for issuance upon conversion of the currently convertible portions of
convertible debt instruments and under agreements; and 2,000,000 shares of Series A Super Voting Preferred Stock issued and outstanding.
Common Stock
The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our
Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or
winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or
rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all
meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise
required by Nevada law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize
any corporate action to be taken by vote of the shareholders.
-12-
Series A Super Voting Preferred Stock
Voting. Holders of the Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each
shareholder of our common stock is entitled to vote at each meeting of shareholders with respect to all matters presented to the shareholders for their action or
consideration. Holders of the Series A Super Voting Preferred Stock shall vote together with the holders of our common stock as a single class.
Our CEO, Anil Idnani owns all of the issued and outstanding shares of Series A Super Voting Preferred Stock and thereby controls all corporate matters
of our company. (See Security Ownership of Certain Beneficial Owners and Management and Certain Transactions-Change in Control Transactions).
Dividends. Holders of Series A Super Voting Preferred Stock shall not be entitled to receive dividends paid on our common stock. Dividends paid to holders
of the Series A Super Voting Preferred Stock are at the discretion of our Board of Directors.
Liquidation Preference. Upon the liquidation, dissolution and winding up of our company, whether voluntary or involuntary, holders of the Series A Super
Voting Preferred Stock are not entitled to receive any of our assets.
No Conversion. The shares of Series A Super Voting Preferred Stock are not convertible into shares of our common stock.
Non-cumulative Voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be
able to elect any of our directors. As of the date of this Offering Circular, our sole officer and director, Anil Idnani, owns a total of 3,045,699 shares, or
approximately 96.50%, of our outstanding common stock.
In addition, Mr. Idnani owns all of the issued and outstanding shares of Series A Super Voting Preferred Stock and thereby controls all corporate matters
relating to our company. (See Security Ownership of Certain Beneficial Owners and Management and Certain Transactions-Change in Control Transactions).
Pre-emptive Rights
As of the date of this Offering Circular, no holder of any shares of our common stock or Series A Super Voting Preferred Stock has pre-emptive or preferential
rights to acquire or subscribe for any unissued shares of any class of our capital stock not disclosed herein.
Dividend Policy
We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash diviends in the foreseeable future.
Shareholder Meetings
Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as
otherwise provided under Nevada law.
Transfer Agent
Pacific Stock Transfer Company is the transfer agent for our common stock. Pacific Stock Transfer's address is 6725 Via Austi Parkway, Suite 300, Las Vegas,
Nevada 89119; its telephone number is 800/785/7782; its website is www.pacificstocktransfer.com. No information found on Pacific Stock Transfer's website is part of
this Offering Circular.
BUSINESS
Corporate Information
The Company's corporate office is located at 1 Bridge Plaza North, 2nd Floor, Fort Lee, New Jersey 07024; its telephone number is 551-486-3980; and its
website is www.maisonluxeny.com. No information found on our company's website is part of this Offering Circular.
-13-
History
Clikia Corp. was incorporated in 2002 in the State of Nevada, under the name MK Automotive, Inc. Our corporate name changed to Clikia Corp. in July 2017.
From 2002 through 2015, our company was engaged in the retail and commercial automotive diagnostic, maintenance and repair services businesses, and, from December
2015 through January 2017, we pursued the commercial exploitation of Squuak.com, a social media and content sharing tool and platform. From January 2017 through
April 2019, we operated an over-the-top (OTT) video streaming subscription service known as Clikia. From April 2019 through May 2020, we pursued a plan of
business that called for our company to establish a private jet charter operation, an aircraft maintenance business, an aircraft sales and brokerage operation and
an online aircraft parts store. Ultimately, these business efforts were unsuccessful, for differing reasons.
In April 2020, our company experienced a change in control, pursuant to which Mr. Anil Idnani became our controlling shareholder and sole officer and
director. Following such change-in-control transaction, in May 2020, we acquired all of the assets, including the going business, of Maison Luxe, LLC, a Delaware
limited liability. Our wholly-owned subsidiary, Maison Luxe, Inc., a Wyoming corporation, now owns the acquired assets and operates the acquired business of Maison
Luxe, LLC. Currently, this constitutes the entirety of our company's business operations.
Recent Changes: Business Plan and Management
At the close of business on April 28, 2020, there occurred a change in control of our company, whereby Mr. Anil Idnani purchased securities representing
voting control of our company from AE Aviation, LLC, a Wisconsin limited liability company owned by our former sole officer and director, Dean E. Sukowatey. In
conjunction with the change-in-control transaction, Mr. Sukowatey resigned as CEO and Director of our company. Mr. Idnani, an experienced public company executive
officer and luxury retail businessman, now serves as our sole director and officer.
Following the change-in-control transaction, and in light of the ongoing failure to establish our aviation business, our Board of Directors determined to
acquire the business known as "Maison Luxe" and has adopted its plan of business and ongoing operations as part of our overall operations.
The Maison Luxe Business
Our company's newly elected sole officer and director, Mr. Anil Idnani, founded the recently acquired Maison Luxe business with the vision of offering
highly desired luxury retail consumer items that are responsibly-sourced and affordable to the end customer. Because of the dynamics and structure with the luxury
retail industry, customers who desire luxury items are unable to avail themselves of such items, due to the unreliable nature of sellers and exorbitant prices. It is
this void in the market place that Mr. Idnani identified as a business opportunity and established Maison Luxe to provide customers with the experience of purchasing
luxury items as a standard.
Mr. Idnani's vision for Maison Luxe comes from his vast background in the luxury trade through his involvement in his family-owned and operated travel retail
businesses, which were established over 30 years ago. As part of his responsibilities, Mr. Idnani developed an expertise in fine timepieces and jewelry, developing
relationships with store fronts in duty- free ports in areas, such as Alaska and the U.S Virgin Islands. In order to stay current with the brands and consumer needs,
Mr. Idnani will continue to attend trade shows, both abroad and domestic, to develop additional knowledge and industry relationships with many of the most prestigious
luxury brands available.
The business known as "Maison Luxe" was founded in January 2020, with the vision of becoming an industry leader in luxury retail. Maison Luxe focuses its
efforts primarily within the fine time pieces and jewelry segments both on a wholesale and B2C (business-to-consumer) basis. Since its founding through the date of
its acquisition by our company Maison Luxe had derived in excess of $1,000,000 in revenues through its various sales channels. There is no assurance that Maison Luxe
will continue to derive revenues at such level in the future.
Maison Luxe has been able to achieve high volume and transactional sales due, in large measure, to its relationships with vendors, private clients and
wholesalers. In addition, Maison Luxe has taken steps necessary to establishing an e-commerce platform. It is expected that such e-commerce platform will be ready
to launch during the third quarter of 2020.
Maison Luxe only sources its items from reputable vendors that are well known to Mr. Idnani. Mr. Idnani chooses to stock items that are only in high demand
and valuable with potential market appreciation. Maison Luxe aims to provide a quality experience to its customers, by always keeping inventory up to date and with
a well-curated, post-sale process. Through its high quality customer service efforts, customers are able address questions or concerns with purchased products or to
inquire of product availability. Maixon Luxe is not sponsored by, associated with or affiliated with any of its advertised brands or their subsidiaries.
-14-
Intellectual Property
We regard our trademarks, service marks and business know-how as having significant value and as being an important factor in the marketing of our luxury
retail products Our policy is to establish, enforce and protect our intellectual property rights using the intellectual property laws.
Facilities
Our sole officer and director provides our company with the office space required for our current operations at no charge. Our business office is located
at 1 Bridge Plaza, 2nd Floor, Fort Lee, New Jersey. We do not own any real property.
Employees
We currently have no employees; our Chief Executive Officer, Anil Idnani, oversees our business development, corporate administration and business
operations. Mr. Idnani also oversees record keeping and financial reporting functions. We intend to hire a small number of employees, at such times as business
conditions warrant. We have used, and, in the future, expect to use, the services of certain outside consultants and advisors as needed, on a consulting basis.
Website
Our company's corporate website can be found at www.maisonluxeny.com. We make available free of charge at this website all of our reports filed with
OTCMarkets.com, including our annual reports, quarterly reports and other informational reports. These reports are made available on our website as soon as
reasonably practicable after their filing with OCTMarkets.com. No information found on our company's website is part of this Offering Circular.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement
DUE TO A RECENT CHANGE IN BUSINESS PLAN OF OUR COMPANY, OUR PAST RESULTS OF OPERATIONS WILL NOT PROVIDE ANY INDICATION OF OUR FUTURE RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of
this Offering Circular.
Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including
those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking
statements included herein.
Recent Changes: Business Plan and Management
At the close of business on April 28, 2020, there occurred a change in control of our company, whereby Mr. Anil Idnani purchased securities representing
voting control of our company from AE Aviation, LLC, a Wisconsin limited liability company owned by our former sole officer and director, Dean E. Sukowatey. In
conjunction with the change-in-control transaction, Mr. Sukowatey resigned as CEO and Director of our company. Mr. Idnani, an experienced public company executive
officer and luxury retail businessman, now serves as our sole director and officer.
Following the change-in-control transaction, and in light of the ongoing failure to establish our aviation business, our Board of Directors determined to
acquire the Maison Luxe Business and has adopted its plan of business and ongoing operations as part of our overall operations.
Principal Factors Affecting Our Financial Performance
Our future operating results will be primarily affected by the following factors:
- obtain access to inventory on acceptable terms;
- achieve market acceptance of the Maison Luxe Business;
- establish long-term customer relationships.
-15-
We expect to incur operating losses through at least June 30, 2020. Further, because of our lack of capital and the current lack of brand name awareness of
the Maison Luxe Business, we cannot predict the levels of our future revenues.
Results of Operations
DUE TO A RECENT CHANGE IN BUSINESS PLAN OF OUR COMPANY, OUR PAST RESULTS OF OPERATIONS WILL NOT PROVIDE ANY INDICATION OF OUR FUTURE RESULTS OF OPERATIONS.
In April 2019, we ceased the operation of our Clikia streaming cable television subscription service and, in May 2020, we ceased our aviation services
efforts with the acquisition of the Maison Luxe Business.
For the Years Ended March 31, 2020 (Fiscal 2020) and 2019 (Fiscal 2019). For Fiscal 2020, we incurred a net loss of $244,534 (unaudited), $100,000
(unaudited) of which is attributable to common stock issued for services and $72,534 (unaudited) of which is attributable to a one-time asset impairment charge.
For Fiscal 2019, we incurred a net loss of $972,547 (unaudited), $354,976 (unaudited) of which is attributable to a one-time asset impairment charge,
$435,000 (unaudited) of which is attributable to common stock issued for services and $81,623 (unaudited) of which is attributable to stock issued in a settlement
agreement. Our net loss for Fiscal 2019 was reduced by a one-time debt-forgiveness in the amount of $429,620 (unaudited).
Plan of Operation
Our company's newly elected sole officer and director, Mr. Anil Idnani, founded the recently acquired Maison Luxe Business with the vision of offering highly
desired luxury retail consumer items that are responsibly-sourced and affordable to the end customer. Because of the dynamics and structure with the luxury retail
industry, customers who desire luxury items are unable to avail themselves of such items, due to the unreliable nature of sellers and exorbitant prices. It is this
void in the market place that Mr. Idnani identified as a business opportunity and established Maison Luxe to provide customers with the experience of purchasing
luxury items as a standard.
Mr. Idnani's vision for the Maison Luxe Business comes from his vast background in the luxury trade through his involvement in his family-owned and operated
travel retail businesses, which were established over 30 years ago. As part of his responsibilities, Mr. Idnani developed an expertise in fine timepieces and jewelry,
developing relationships with store fronts in duty-free ports in areas, such as Alaska and the U.S Virgin Islands. In order to stay current with the brands and
consumer needs, Mr. Idnani will continue to attend trade shows, both abroad and domestic, to develop additional knowledge and industry relationships with many of the
most prestigious luxury brands available.
The Maison Luxe Business was founded in January 2020, with the vision of becoming an industry leader in luxury retail. Maison Luxe focuses its efforts
primarily within the fine time pieces and jewelry segments both on a wholesale and B2C (business-to-consumer) basis. Since its founding through the date of its
acquisition by our company, the Maison Luxe business had derived in excess of $___________ in revenues through its various sales channels. There is no assurance that
the Maison Luxe Business will continue to derive revenues at such level in the future.
The Maison Luxe Business has been able to achieve high volume and transactional sales due, in large measure, to its relationships with vendors, private
clients and wholesalers. In addition, Maison Luxe has taken steps necessary to establishing an e-commerce platform. It is expected that such e-commerce platform
will be ready to launch during the third quarter of 2020.
The Maison Luxe Business only sources its items from reputable vendors that are well known to Mr. Idnani. Mr. Idnani chooses to stock items that are only in
high demand and valuable with potential market appreciation. The Maison Luxe Business aims to provide a quality experience to its customers, by always keeping
inventory up to date and with a well-curated, post-sale process. Through its high quality customer service efforts, customers are able address questions or concerns
with purchased products or to inquire of product availability. The Maixon Luxe Business is not sponsored by, associated with or affiliated with any of its advertised
brands or their subsidiaries.
Financial Condition, Liquidity and Capital Resources
At March 31, 2020, our liabilities exceeded our assets and we lacked working capital with which to implement our full plan of business with respect to our
now-defunct aviation services business.
We currently lack adequate capital with which to establish the complete Maison Luxe Business plan of operation and there is no assurance that we will ever
be successful in obtaining capital, including through this offering.
-16-
During the year ended December 31, 2020, we obtained a total of $45,000 in cash through our prior Regulation A offering, and $30,000 in loans from a third-
party. Such funds were used for operating expenses.
Contractual Obligations
To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments. Our longest-lived obligation is
the lease agreement for our corporate headquarters, which expires in February 2019. Our monthly obligation under this lease is $300.
Capital Expenditures
We made no capital expenditures during the year ended March 31, 2020, and, without the proceeds from this offering, no such expenditures are expected to
be made during the year ending March 31, 2021.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors and Executive Officers
The following table sets forth the name and age of our company's sole director and executive officer.
Name Age Position(s)
Anil Idnani __ Chief Executive Officer, Secretary and Director
Our company's Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of their respective
successors at the next meeting of shareholders, death, resignation or removal by the Board of Directors. Officers serve at the discretion of our Board of Directors.
There exist no family relationships between the listed officers and directors. Certain information regarding the backgrounds of each of our officers and directors is
set forth below.
Anil Idnani became our sole officer and director on April 28, 2020. Mr. Idnani founded the Maison Luxe Business in January 2020. Since December 2017, Mr.
Idnani has been CEO of GD Entertainment & Technology, Inc., a publicly-traded company (symbol: GDET) that develops cryptocurrency mining facilities and engages in
the sale of CBD products. From February 2016 through April 2017, Mr. Idnani was business development manager for Vicom Computer Services, a New York, New York-based
technology consulting firm, and, during 2015 and 2016, he was a digital sales executive for YP, a Manhattan-based advertising company. Mr. Idnani is a licensed real
estate broker in the State of New York and has been associated with RE/MAX Midtown since 2014.
Conflicts of Interest
At the present time, we do not foresee any direct conflict between our sole officer and director, his other business interests and his involvement in our
company.
Corporate Governance
We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting
as a whole.
During the year ended March 31, 2020, out Board of Directors did not hold a meeting, but took action by unanimous written consent in lieu of a meeting on
6 occasions.
Independence of Board of Directors
Our sole director is not independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently
subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.
Shareholder Communications with Our Board of Directors
Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Chief Executive Officer, Anil
Idnani, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications.
We attempt to address shareholder questions and concerns in our press releases
-17-
and documents filed with OTC Markets, so that all shareholders have access to information about us at the same time. Mr. Idnani collects and evaluates all
shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is
clearly frivolous.
Code of Ethics
As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.
EXECUTIVE COMPENSATION
As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of
our company, pursuant to any presently existing plan provided by or contributed to by our company.
Employment Agreement
We have not entered into an employment agreement with our sole officer, Anil Idnani. However, in the near future, it is expected that we will enter into
an employment agreement with Mr. Idnani, although none of the terms of such an employment agreement has been determined.
Outstanding Equity Awards
During the years ended March 31, 2020 and 2019, our Board of Directors made no equity awards and no such award is pending.
Long-Term Incentive Plans
We currently have no long-term incentive plans.
Director Compensation
Our directors receive no compensation for their serving as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Common Stock
The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of our common stock by the following:
(a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b)
each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in
accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of common stock underlying warrants, if any, held by that person are deemed to be outstanding if the
warrants are exercisable within 60 days of the date hereof.
-18-
Before This Offering After This Offering
____________________________________________ ____________________________________________
Name of Shareholder Shares Owned Percentage Owned (1) Shares Owned Percentage Owned (2)
____________________________________________________________________________________________________________________________________________
Common Stock
____________________________________________________________________________________________________________________________________________
Executive Officers and Directors
____________________________________________________________________________________________________________________________________________
Anil Idnani 3,045,699 80.55% 3,045,699 80.55%
Officers and directors, as 3,045,699 80.55% 3,045,699 80.55%
a group (1 person)
____________________________________________________________________________________________________________________________________________
5% Owners
____________________________________________________________________________________________________________________________________________
GPL Ventures, LLC(3) 312,465(4) 9.10% 807,465(4) 9.10%
Continuation Capital, Inc.(5) 312,465(6) 9.10% 807,465(6) 9.10%
____________________________________________________________________________________________________________________________________________
Series A Super Voting Preferred Stock(7)
____________________________________________________________________________________________________________________________________________
Anil Idnani 2,000,000 100% 2,000,000 100%
____________________________________________________________________________________________________________________________________________
(1) Based on 3,781,141 shares outstanding, including 624,930 unissued shares that underlie the currently convertible portions of convertible debt
instruments, before this offering.
(2) Based on 9,771,141 shares outstanding, including 1,614,930 unissued shares that underlie the currently convertible portions of convertible debt
instruments, after this offering and assuming all of the Offered Shares are sold.
(3) Mr. Alexander Dillon possesses investment authority on behalf of this entity.
(4) These shares have not been issued, but underlie the currently convertible portion of a convertible debt instrument.
(5) Mr. Paul Winkle is the managing partner of this entity.
(6) These shares have not been issued, but underlie the currently convertible portion of a convertible instrument.
(7) The shares of Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each shareholder
of our common stock is entitled to vote at each meeting of shareholders. The shares of Series A Super Voting Preferred Stock vote together with the
holders of Company common stock as a single class. Our sole officer and director, Anil Idnani controls all of our company's corporate matters.
Series A Super Voting Preferred Stock
Currently, there are 2,000,000 shares of our Series A Super Voting Preferred Stock issued and outstanding, all of which are owned by Anil Idnani, our Chief
Executive Officer, and, through his ownership thereof, controls all corporate matters of our company.
Holders of the Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each shareholder
of our common stock is entitled to vote at each meeting of shareholders with respect to all matters presented to the shareholders for their action or consideration.
Holders of the Series A Super Voting Preferred Stock shall vote together with the holders of our common stock as a single class. (See Description of Securities-Series
A Super Voting Preferred Stock).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Acquisition of Assets of Maison Luxe, LLC
In May 2020, we acquired substantially all of the assets, including the going business, of Maison Luxe, LLC, a Delaware limited liability company, pursuant
to a plan and agreement of reorganization, in exchange for 3,000,000 shares of our common stock. As the owner of Maison Luxe, LLC, our sole officer and director, Anil
Idnani, is the beneficial owner of all 3,000,000 of such shares. In determining the number of shares to be issued in this acquisition transaction, our Board of
Directors did not employ and standard measure of evaluation.
Bonus Shares Issued to Directors
In October 2015, one of our former directors, Brian Wendt, was issued 1 share (adjusted for 1-for-25,000 reverse split) of our common stock as a bonus,
which shares were valued at $3,500. In January 2017, Mr. Wendt was issued 1 share (adjusted for 1-for-25,000 reverse split) of our common stock as a bonus, which
shares were valued at $10,000. In August 2018, Mr. Wendt was issued 10 shares (adjusted for 1-for-25,000 reverse split) of our common stock as a bonus, which shares
were valued at $20,000.
In August 2018, one of our former directors and former CEO, David Loflin, was issued 60 shares (adjusted for 1-for-25,000 reverse split) of our common stock
as a bonus, which shares were valued at $60,000. In January 2019, Mr. Loflin was issued 4,800 shares (adjusted for 1-for-25,000 reverse split) of our common stock as
a bonus, which shares were valued at $144,000.
-19-
In May 2019, one of our former directors and former CEO, Dean E. Sukowatey, was issued 40,000 shares (adjusted for 1-for-25,000 reverse split) of our common
stock as a bonus, which shares were valued at $100,000.
Change in Control Transactions
2020. In April 2020, our current sole officer and director, Anil Idnani, acquired control of our company by purchasing (a) 45,699 shares of our common stock
and (b) 2,000,000 shares of our Series A Super Voting Preferred Stock from AE Aviation, LLC, a company owned by Dean E. Sukowatey, our former CEO and a former
director. By such securities ownership, Mr. Idnani controls all aspects of the management of our company.
2019. In April 2019, our current sole officer and director, Dean E. Sukowatey, acquired control of our company by purchasing (a) 5,699 shares (adjusted for
1-for-25,000 reverse split) of our common stock and (b) 2,000,000 shares of our Series A Super Voting Preferred Stock from David Loflin, our former CEO and a former
director.
2016. In August 2016, David Loflin, our former CEO and a former director, acquired control of our company, by his acquiring control of RioRoca Holdings, LLC,
which, at the time, owned (a) 3 shares (adjusted for 1-for-25,000 reverse split) of our common stock and (b) 2,000,000 shares of our Series A Super Voting Preferred
Stock. Through RioRoca Holdings' ownership of the Series A Super Voting Preferred Stock, Mr. Loflin controlled all aspects of the management of our company.
Employment Agreement
In January 2017, we entered into an employment agreement with our former CEO, David Loflin. Mr. Loflin's annual salary was $180,000. This employment agreement
was terminated upon Mr. Loflin's resignation, in April 2019.
Acquisition of Clikia-LA
In February 2017, we acquired Clikia Corp., a Louisiana corporation. Pursuant to the acquisition transaction, our former CEO and a former director, David
Loflin, received 6 shares (adjusted for 1-for-25,000 reverse split) and TikiLive, Inc. received 4 shares (adjusted for 1-for-25,000 reverse split) of the 10 shares
(adjusted for 1-for-25,000 reverse split) of our common stock issued in the acquisition transaction.
Archive Purchase Agreement
In October 2018, we entered into an Archive Purchase Agreement with our former CEO, David Loflin, pursuant to which we acquired a complete copy of Mr.
Loflin's video archive containing approximately 3,100 television and movie titles by the issuance of 800 shares (adjusted for 1-for-25,000 reverse split) of our
common stock, which shares were valued at $200,000. At the time of such transaction, we intended to utilize the acquired video titles to augment the now-terminated
operations of our Clikia streaming cable television subscription service.
LEGAL MATTERS
Certain legal matters with respect to the Offered Shares offered by this Offering Circular will be passed upon by Newlan & Newlan, Ltd., Flower Mound, Texas.
Newlan & Newlan, Ltd. owns a total of 640 shares (adjusted for 1-for-25,000 reverse split) of our common stock.
WHERE YOU CAN FIND MORE INFORMATION
We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This
Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits
and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed
with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit
to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other
document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public
reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be
obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public
reference room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the
site is www.sec.gov.
-20-
INDEX TO FINANCIAL STATEMENTS
Unaudited Consolidated Financial Statements for the Years Ended March 31, 2020 and 2019
_____________________________________________________________________________________________
Page
Consolidated Balance Sheets at March 31, 2020 and 2019 (unaudited) F-1
Consolidated Statements of Operations For the Years Ended March 31, 2020 and 2019 (unaudited) F-2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) For the Years Ended F-3
March 31, 2020 and 2019 (unaudited)
Consolidated Statements of Cash Flows For the Years Ended March 31, 2020 and 2019 (unaudited) F-4
Notes to Consolidated Financial Statements F-5
-21-
CLIKIA CORP.
CONSOLIDATED BALANCE SHEETS
March 31, 2020 and 2019
3/31/20 3/31/2019
(unaudited) (unaudited)
__________ ___________
ASSETS
Current assets
Cash and cash equivalents $ --- $ ---
Prepaid expenses and other current assets 622 622
__________ ___________
Total current assets 622 622
__________ ___________
Other assets
Notes receivable - third party 225,000 225,000
Invesment in LiveSpeed Broadband --- ---
Investment in Clikia Corp. (Louisiana) subsidiary --- ---
__________ ___________
Total intangible assets 225,000 225,000
__________ ___________
Fixed assets
Equipment --- 72,534
__________ ___________
Total fixed assets --- 72,534
__________ ___________
Total assets $ 225,662 $ 298,156
__________ ___________
__________ ___________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
Accounts payable - trade $ 111,215 $ 111,215
Notes payable - third parties 608,047 614,391
Note payable (Schooner Equities) 3,400 3,400
__________ ___________
Total current liabilities 722,662 729,006
Stockholders' deficit
Preferred stock, $.00001 par value; 5,000,000 shares authorized, 2,000,000 and 2,000,000 20 20
shares issued and outstanding at March 31, 2020 and 2019, respectively
Common stock, $.00001 par value; 500,000,000 shares authorized, 156,273 and 51,135 39,053 12,978
shares issued and outstanding at March 31, 2020 and 2019, respectively
Additional paid-in capital 1,735,454 1,583,374
Accumulated deficit (2,271,567) (2,027,033)
__________ ___________
Total stockholders' deficit $(542,574) $ (430,850)
__________ ___________
Total liabilities and stockholders' deficit $ 225,662 $ 298,156
__________ ___________
__________ ___________
The accompanying notes are an integral part of these unaudited financial statements.
-F-1-
CLIKIA CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended March 31, 2020 and 2019
(unaudited)
Year Ended March 31,
______________________________________
2020 2019
(unaudited) (unaudited)
_____________ ______________
Revenues $ --- $ 3,519
Operating costs and expenses
Operating expenses 172,000 1,050,710
_____________ ______________
Total operating expenses 172,000 1,050,710
_____________ ______________
Operating loss (172,500) (1,047,191)
Other income (loss)
Impairment charge (72,534) (354,976)
Debt forgiveness --- 429,620
_____________ ______________
Total other income (loss) (72,534) 74,644
_____________ ______________
Net loss (244,534) (972,547)
_____________ ______________
_____________ ______________
Net loss per common share
Basic and diluted $ (1.63) $ (30.15)
_____________ ______________
_____________ ______________
Weighted average number of common shares outstanding:
Basic and diluted 149,962 32,251
_____________ ______________
_____________ ______________
The accompanying notes are an integral part of these unaudited financial statements.
-F-2-
CLIKIA CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Years Ended March 31, 2020 and 2019
(unaudited)
Preferred Stock Common Stock
______________________________________________________ Additional Accumulated Total
Shares Amount Shares Amount Paid-in Capital Deficit Stockholders' Deficit
_____________________________________________________________________________________________________________________________________
Balance, March 31, 2018 2,000,000 20 82 20 693,143 (1,054,486) (361,303)
Write-off of assets --- --- --- --- --- (354,976) (354,976)
Debt forgiveness --- --- --- --- --- 429,620 429,620
Shares issued for debt
conversions --- --- 40,884 9,626 71,997 --- 81,623
Shares issued for consulting --- --- 3,895 998 210,002 --- 211,000
Shares issued for bonuses --- --- 800 200 199,800 --- 224,000
Shares issued for purchase
of assets --- --- 594 148 185,652 --- 200,000
Net loss --- --- --- --- --- (972,547) (972,547)
_____________________________________________________________________________________________________________________________________
Balance, March 31, 2019 2,000,000 20 51,135 12,789 1,583,374 (2,027,033) (430,850)
Shares issued for debt
conversions --- --- 47,138 11,764 21,580 --- 33,344
Shares issued for services --- --- 40,000 10,000 90,000 --- 100,000
Shares issued for cash --- --- 18,000 4,500 40,500 --- 45,000
Net loss --- --- --- --- --- (244,534) (244,534)
_____________________________________________________________________________________________________________________________________
Balance, March 31, 2018 2,000,000 20 156,273 39,053 1,735,454 (2,271,567) (542,574)
_____________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of these unaudited financial statements.
-F-3-
CLIKIA CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended March 31, 2020 and 2019
(unaudited)
Year Ended March 31,
_____________________________________
2020 2019
(unaudited) (unaudited)
_____________ _____________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (244,534) $ (972,547)
Adjustments to reconcile net loss to cash used for operating activities:
Impairment charge re: assets 72,534 354,976
Stock issued for services 100,000 435,000
Stock issued in settlement agreement --- 81,623
Income for debt forgiveness --- (429,620)
Increase in accounts payable --- (18,227)
______________ _____________
Net cash used in operating activities (72,000) (548,795)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities --- ---
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock issued for cash, net of finder's fees 45,000 185,800
Stock issued for video assets --- 200,000
Convertible notes payable - third party 27,000 161,000
______________ _____________
Net cash provided by (used in) financing activities 72,000 546,800
______________ _____________
Net increase (decrease) in cash --- (1,995)
Cash, beginning of year --- 1,995
______________ _____________
Cash, end of year $ --- $ ---
______________ _____________
______________ _____________
The accompanying notes are an integral part of these unaudited financial statements.
-F-4-
CLIKIA CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2020
(unaudited)
NOTE 1. NATURE OF THE BUSINESS
Clikia Corp. (the "Company") was incorporated in 2002 in the State of Nevada, under the name "MK Automotive, Inc." The Company's corporate name changed to "Clikia
Corp." in July 2017. From 2002 through 2015, the Company was engaged in the retail and commercial automotive diagnostic, maintenance and repair services businesses,
and, from December 2015 through January 2017, our company pursued the commercial exploitation of Squuak.com, a social media and content sharing tool and platform.
In February 2017, the Company acquired Clikia Corp., a Louisiana corporation ("Clikia-LA"), a Baton Rouge, Louisiana-based "over-the-top", or OTT, video streaming
service provider, and adopted the OTT video streaming business plan of Clikia-LA. In April 2019, the Company established a new business plan that calls for the
establishment of a private jet charter service, aircraft maintenance operations, aircraft sales and brokerage operations and an online aircraft parts sales business.
Ultimately, these business efforts were unsuccessful, for differing reasons.
In April 2020, the Company experienced a change in control and, in May 2020, the Company acquired all of the assets, including the going business (the "Maison Luxe
Business"), of Maison Luxe, LLC, a Delaware limited liability. The Company's newly-formed, wholly-owned subsidiary, Maison Luxe, Inc., a Wyoming corporation, now owns
and operates the Maison Luxe Business, which constitutes the entirety of the Company's business operations.
NOTE 2. REVERSE SPLIT OF COMMON STOCK
Effective April 23, 2020, there was a reverse split of the Company's common stock. All share information presented in these financial statements and notes gives
effect to such reverse split.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Clikia-LA. All inter-company accounts and transactions have
been eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid investments with original maturities of three
months or less.
Stock Issued for Services
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from persons other than employees in accordance with ASC Topic 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505.
Earnings per Share
Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period.
-F-4-
NOTE 4. ACCOUNTING POLICIES
The Company has evaluated recent accounting pronouncements and believes none will have a material effect on its consolidated financial statements upon implementation.
NOTE 5. CHANGES IN CONTROL OF THE COMPANY
In September 2016, there occurred a change in control of the Company, when the Company's former CEO, David Loflin, acquired ownership of RioRoca Holdings, LLC, the
owner of (a) 3 shares, or approximately 60%, of the Company's then-outstanding common stock and (b) 2,000,000 shares of the Company's Series A Super Voting Preferred
Stock (shares of Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each shareholder of
Company common stock is entitled to vote at each meeting of shareholders and vote together with the holders of Company common stock as a single class) (collectively,
the "Control Securities"). In April 2019, Mr. Loflin sold the Control Securities to AE Aviation, LLC, a company owned by the Company's current sole officer and
director, Dean E. Sukowatey. AE Aviation, LLC's ownership of the Control Securities provides it with control of the Company. As the owner of AE Aviation, LLC, Mr.
Sukowatey controls the disposition and voting of Company securities owned by AE Aviation, LLC. In April 2020, AE Aviation, LLC sold the Control Securities to Mr.
Anil Idnani, the Company's current sole officer and director. Mr. Idnani controls the disposition and voting of Control Securities. (See Note 14. Subsequent Events).
NOTE 6. EXTINGUISHMENT OF DEBT
In December 2011, the Company entered into a settlement agreement (the "Settlement Agreement") with one of its lenders to satisfy an existing loan default, which
resulted in the extinguishment of such loan. The principal balance of the loan, at the time of the Settlement Agreement, was $460,410, with related accrued interest
of $4,676.
In connection with the Settlement Agreement, two related parties (Michael R. Murphy and Thomas E. Kubik) loaned a total of $225,704 in cash to the Company. The
proceeds of both of these loans were applied by the Company to satisfy its payment obligation of $225,704 under the Settlement Agreement. (See Note 7. Related-Party
Transactions).
NOTE 7. RELATED-PARTY TRANSACTIONS
In May 2019, 40,000 shares of common stock were issued to the Company's sole officer and director, Dean E. Sukowatey, as a performance bonus, which shares were
valued at $100,000, in the aggregate.
In January 2019, 120,000,000 shares of common stock were issued to the former director and CEO of the Company, as a performance bonus, which shares were valued at
$144,000, in the aggregate.
In November 2017, the Company acquired, in separate transactions, 45% of each of LiveSpeed Baton Rouge #1, LLC (d/b/a LiveSpeed Broadband) and LiveSpeed Baton Rouge
#2, LLC (d/b/a LiveSpeed Broadband). In the acquisition transactions, the Company issued two promissory notes with $60,000 face amounts and a total of 5,000,000
shares of our common stock to a third party. Further, in connection with each such acquisition transaction, the remaining 55% ownership interest was contributed to
the capital of the Company for no consideration by a company in which the Company's former CEO, David Loflin, held a 50% pecuniary interest. Mr. Loflin received no
consideration, direct or indirect, in connection with such contributions. As of March 31, 2019, the related intellectual property was assigned to a third party in
consideration of its assuming the liability represented by the promissory notes.
In February 2017, the Company acquired Clikia Corp., a Louisiana corporation (Clikia-LA). Pursuant to the acquisition transaction, the Company's former CEO, David
Loflin, received 75,000,000 shares of the 125,000,000 shares of Company common stock issued in the acquisition transaction.
In December 2011, the Company borrowed a total of $225,704 from two shareholders ($112,852 from each of Michael R. Murphy and Thomas E. Kubik). The proceeds of both
loans were applied by the Company to satisfy its payment obligation of $225,704 under the Settlement Agreement. In connection with Mr. Murphy's loan, the Company
issued a promissory note, face amount $112,852, to Mr. Murphy, in consideration of his $112,852 loan to the Company. This promissory note, by its original terms,
bears no interest, had a due date of December 31, 2012, and was convertible into shares of Company common stock at the rate of one share for every $.00001 of debt
converted. However, by agreement with the holder of such promissory note, in April 2017, the conversion rate under such promissory note was amended to one share for
every $.0005 of debt converted. At March 31, 2019, the remaining unpaid principal balance of such promissory note, $36,370, was deemed forgiven, inasmuch as the owner
of such promissory note had passed away.
-F-6-
NOTE 8. NOTES PAYABLE
In March 2019, the Company issued a promissory note, face amount $100,000, to GPL Ventures, LLC, in consideration of a loan. This promissory note bears interest at
10% per annum, was due in March 2020 and is convertible into shares of Company common stock at a conversion price of $.00005 per share. At March 31, 2020, the unpaid
principal balance of such promissory note was $61,000.
In January 2019, the Company issued a promissory note, face amount $100,000, to GPL Ventures, LLC, in consideration of a loan in the amount of $100,000. This
promissory note bears interest at 10% per annum, was due in January 2020 and is convertible into shares of Company common stock at a conversion price of $.00005 per
share. At March 31, 2020, the remaining unpaid principal balance of such promissory note was $100,000.
In February 2017, the Company issued a promissory note, face amount $25,000, to Schooner Equities, LLC, in consideration of a loan in the amount of $25,000. This
promissory note bears interest at 6% per annum, was due in February 2018 and is convertible into shares of Company common stock at a conversion price that is equal to
45% of the then-current market price of the Company's common stock. At March 31, 2020, the remaining unpaid principal balance of such promissory note was $3,400.
In July 2017, the Company issued convertible promissory note in the amount of $291,000, including original issue discount, to a third party. This promissory note is
due in October 2018 and is convertible from time to time by its holder, at then-market prices of the Company's common stock. The Company also issued to such third
party a warrant to purchase, originally, approximately 14,500,000 shares of its common stock. In consideration of its issuing such promissory note and warrant, the
Company received cash in the amount of $45,000 and a series of nine promissory notes in the amount of $25,000, all of which were due in October 2018.
In March 2017, the Company issued a promissory note, face amount $10,000, to a third party, Adam Goodkin, in consideration of a loan in the amount of $10,000. This
promissory note bears interest at 6% per annum, was due in March 2018 and is convertible into shares of Company common stock. In June 2018, the entire principal
balance plus accrued interest was converted into shares of common stock.
In June 2017, the Company issued a promissory note, face amount $10,000, to a third party, Adam Goodkin, in consideration of a loan in the amount of $10,000. This
promissory note bears interest at 6% per annum, is due in June 2018 and is convertible into shares of Company common stock. In June 2018, the entire principal
balance plus accrued interest was converted into shares of common stock.
In November 2017, the Company issued two promissory notes with $60,000 face amounts a third party, in connection with the Company acquisitions of LiveSpeed Baton
Rouge #1, LLC and LiveSpeed Baton Rouge #2, LLC. These promissory notes bear interest at 5% per annum and were due in January 2018. As of March 31, 2019, the related
intellectual property was assigned to a third party in consideration of its assuming the liability represented by the promissory notes.
In November 2017, the Company issued a promissory note, face amount $30,000, to a third party, in consideration of a loan in the amount of $30,000. At March 31,
2019, the remaining unpaid principal balance of such promissory note was $0.
In December 2017, the Company issued a promissory note, face amount $25,000, to a third party, in consideration of a loan in the amount of $25,000. This promissory
note bears interest at 10% per annum, is due in December 2018 and is convertible into shares of Company common stock at a rate that is a discount to the then-market
price of the Company's common stock. At March 31, 2018, the remaining unpaid principal balance of such promissory note was $0.
In August 2015, the Company issued a promissory note, face amount $225,000, to Par Point Capital, LLC, in connection with the Company's purchase of Squuak.com and
related intangible assets. This promissory note bears interest at 6% per annum, was due in August 2016 and is convertible into shares of Company common stock at the
rate of one share for every $.0005 of debt converted. At March 31, 2019, the remaining unpaid principal balance of such promissory note, $225,000, was deemed
forgiven, inasmuch as the owner of such promissory note had passed away.
In August 2015, the Company issued a promissory note, face amount $25,000, to Par Point Capital, LLC, pursuant to a consulting agreement. This promissory note bears
interest at 6% per annum, was due in August 2016 and is convertible into shares of Company common stock at the rate of one share for every $.0005 of debt converted.
At March 31, 2019, the remaining unpaid principal balance of such promissory note, $18,250, was deemed forgiven, inasmuch as the owner of such promissory note had
passed away.
-F-7-
In December 2011, the Company issued a promissory note, face amount $112,852, to Michael R. Murphy, in consideration of his $112,852 loan to the Company. This
promissory note, by its original terms, bears no interest, had a due date of December 31, 2012, and was convertible into shares of Company common stock at the rate
of one share for every $.00001 of debt converted. However, by agreement with the holder of such promissory note, in April 2017, the conversion rate under such
promissory note was amended to one share for every $.0005 of debt converted. At March 31, 2019, the remaining unpaid principal balance of such promissory note,
$36,370, was deemed forgiven, inasmuch as the owner of such promissory note had passed away.
NOTE 9. LOAN ON OPEN ACCOUNT
In February 2017, the Company obtained a loan on open account from a third party in the amount of $30,000. This loan on open account is payable on demand. At March
31, 2019, the remaining unpaid principal balance of such promissory note, $30,000, was forgiven.
NOTE 10. CESSATION OF VIDEO STREAMING BUSINESS
Paramount Pictures Corporation v. Omniverse One World Television, Inc. (OOWT). In February 2019, a legal consortium consisting of several programmers, studios and
OTT industry participants, filed a lawsuit (Paramount Pictures Corporation, Columbia Pictures Industries, Inc., Disney Enterprises, Inc., Twentieth Century Fox Film
Corporation, Warner Bros. Entertainment Inc., Universal City Studios Productions LLLP, Universal Television, LLC and Universal Content Productions, LLC v. Omniverse
One World Television, Inc.; Jason M. DeMeo, United States District Court, Central District of California, Western Division, Case No. 2:19-cv-01156), alleging, among
other things, that OOWT does not have the right to license certain OTT programming to third parties. After analysis of this lawsuit, in March 2019, the Company's
then-management determined to cease the Company's video streaming business.
NOTE 11. CAPITAL STOCK
Amendment of Articles of Incorporation
In January 2020, the Company amended its Articles of Incorporation, to provide for a 1-for-25,000 reverse split of its common stock (effective in April 2020) and
to reduce its authorized number of shares of common stock to 500,000,000 shares.
In May 2019, the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 6,950,000,000 shares.
In January 2019, the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 3,950,000,000 shares.
In July 2018, the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 950,000,000 shares.
In May 2018, the Company amended its Articles of Incorporation, to provide for a 1-for-500 reverse split of its common stock (effective in July 2018) and to reduce
its authorized number of shares of common stock to 750,000,000 shares.
Stock Issued for Services
During the year ended March 31, 2020, 40,000 shares of common stock were issued to the Company's sole officer and director, Dean E. Sukowatey, as a performance
bonus, which shares were valued at $100,000, in the aggregate.
During the year ended March 31, 2019, the Company issued shares of common stock for services, as follows: (1) 1 share of common stock pursuant to the terms of a
financial consulting agreement with a third party, which shares were valued at $10,000, in the aggregate; (2) a total of 153 shares of common stock pursuant to the
terms of a consulting agreement with a third party, which shares were valued at $50,000, in the aggregate; (3) 40 shares were issued to a third party, as a
performance bonus, which shares were valued at $40,000, in the aggregate; (4) 20 shares were issued to a former director, as a retention bonus, which shares were
valued at $20,000, in the aggregate; (5) 60 shares were issued to a former director and CEO of the Company, as a performance bonus, which shares were valued at
$60,000, in the aggregate; (6) 600 shares of common stock in payment of legal services, which shares were valued at $15,000, in the aggregate; (7) 1,000 shares of
common stock pursuant to the terms of a consulting agreement with a third party, which shares were valued at $30,000, in the aggregate; (8) 1,200 shares of common
stock pursuant to the terms of a consulting agreement with a third party, which shares were valued at $36,000, in the aggregate; (9) 1,000 shares of common stock as
a performance bonus to a third party consultant, which shares were valued at $30,000, in the aggregate; and (10) 4,800 shares of common stock were issued to a former
director and CEO of the Company, as a performance bonus, which shares were valued at $144,000, in the aggregate.
-F-8-
Stock Issued for Cash
During the year ended March 31, 2020, the Company issued a total of 18,000 shares of common stock, pursuant to the Company's offering pursuant to Regulation A under
the Securities Act of 1933, as amended. These shares were sold for cash in the aggregate amount of $45,000.
During the year ended March 31, 2019, the Company issued a total of 579 shares of common stock, pursuant to the Company's offering pursuant to Regulation A under
the Securities Act of 1933, as amended. These shares were sold for cash in the aggregate amount of $185,800.
NOTE 12. SETTLEMENT AGREEMENT
In August 2017, the Company entered into a settlement agreement and stipulation (the "Settlement Agreement") with a third party. Pursuant to the Settlement Agreement,
the Company agreed to issue shares of its common stock in exchange for the settlement of certain past due obligations and accounts payable of the Company (the
"Subject Debts") in the aggregate amount of $355,903.50 ("the Settlement Amount"), which the third party had previously purchased from certain vendors of the Company.
Further, the Company agreed to issue shares of common stock in one or more tranches, as necessary, sufficient to satisfy the Settlement Amount. The per share price of
the shares of common stock shall be equal to 50% of the then-recent market price of the Company's common stock.
NOTE 13. CHANGE IN BUSINESS PLAN
In April 2019, the Company established a new business plan that calls for the establishment of a private jet charter service, aircraft maintenance operations,
aircraft sales and brokerage operations and an online aircraft parts sales business.
NOTE 14. SUBSEQUENT EVENT
Reverse Stock Split
In April 2020, the Company effected a 1-for-25,000 reverse split of its common stock, which reverse split is reflected in the financial statements and these notes.
Change in Control
In April 2020, AE Aviation, LLC, a company owned by the Company's former sole officer and director, Dean E. Sukowatey. sold the Control Securities to Mr. Anil Idnani
purchased the Control Securities from AE Aviation, LLC. Mr. Idnani's ownership of the Control Securities provides him with control of the Company.
Change in Business Plan
In May 2020, the Company established a new business plan upon the Company's acquisition of the Maison Luxe Business, in May 2020.
Acquisition of Maison Luxe, LLC
In May 2020, the Company acquired all of the Maison Luxe Business. The Company's newly-formed, wholly-owned subsidiary, Maison Luxe, Inc., a Wyoming corporation,
now owns and operates the Maison Luxe Business. Currently, this constitutes the entirety of the Company's business operations.
-F-9-
PART III - EXHIBITS
Index to Exhibits
Exhibit No. Description
2.1# Articles of Incorporation (filed June 20, 2002)
2.2# Articles of Amendment (filed April 1, 2008)
2.3# Articles of Amendment (filed September 30, 2015)
2.4# Articles of Amendment (filed March 10, 2017)
2.5# Bylaws of Clikia Corp., formerly MK Automotive, Inc.
2.6# Articles of Amendment (filed November 2, 2017)
2.7# Articles of Amendment (filed March 6, 2018)
2.8# Articles of Amendment (filed May 1, 2018)
2.9# Articles of Amendment (filed July 24, 2018)
2.10* Articles of Amendment (filed January 9, 2019)
2.11* Articles of Amendment (filed May 3, 2019)
2.12$ Articles of Amendment (filed January 27, 2020)
3.1# Convertible Promissory Note issued to Michael Murphy
3.2# Convertible Promissory Note issued to Par Point Capital, LLC
3.3# Convertible Promissory Note issued to Schooner Equities LLC
3.4# Convertible Promissory Note issued to Adam Goodkin
3.5# Convertible Promissory Note issued to Par Point Capital, LLC
3.6# Promissory Note issued to Godwin Revocable Living Trust, dated September 13, 2010
3.7# Promissory Note issued to Godwin Revocable Living Trust, dated September 13, 2010
3.8# Convertible Promissory Note issued to GPL Ventures LLC
3.9# Promissory Note issued to TikiLive, Inc.
3.10# Convertible Promissory Note issued to GPL Ventures LLC
3.11* Convertible Promissory Note issued to GPL Ventures LLC
3.12* Promissory Note issued Triumph Ventures Corp., Inc.
3.13$ Convertible Promissory Note issued to GPL Ventures LLC
4.1$ Form of Subscription Agreement
6.1# Securities Purchase Agreement between Clikia Corp. and Typenx Co-Investment, LLC
6.2# Settlement Agreement and Stipulation Clikia Corp. and Continuation Capital, Inc.
6.3# Employment Agreement between Clikia Corp., f/k/a MK Automotive, Inc., and David Loflin
6.4# LLC Interest Purchase Agreement between Clikia Corp. and Godwin Revocable Living Trust, dated September 13, 2010
6.5# LLC Interest Purchase Agreement between Clikia Corp. and Godwin Revocable Living Trust, dated September 13, 2010
6.6# Common Stock Repurchase Agreement between Clikia Corp. and TikiLive, Inc.
6.7* Consulting Agreement between Clikia Corp. and Adam Goodkin
6.8* Consulting Agreement between Clikia Corp. and Triumph Ventures Corp., Inc.
6.9* Archive Purchase Agreement between Clikia Corp. and David Loflin
7.1# Plan and Agreement of Reorganization between Clikia Corp., f/k/a MK Automotive, Inc., and Clikia Corp., a Louisiana corporation
7.2$ Agreement and Plan of Reorganization among Clikia Corp., Maison Luxe, Inc., a Wyoming corporation, and Maison Luxe, LLC, a Delaware
limited liability company
12.1$ Opinion re: Legality
_______________________________________________________________________________________________________________________________________________________
$ Filed herewith
# Previously filed, SEC File No. 024-10761
* Previously filed, SEC File No. 024-10934
-III-1-
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lee, State of
New Jersey, on June 1, 2020.
CLIKIA CORP.
By: /s/ ANIL IDNANI
Anil Idnani
Chief Executive Officer
This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ ANIL IDNANI
Anil Idnani
Chief Executive Officer, Acting Chief Financial Officer, Principal Accounting Officer, June 1, 2020
Secretary and Director
-III-2-
Business Number C15662-2002 Filing Number 20200440868 Filed On 1/27/2020 8:00:00 AM CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATIONS (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Entity information: Name of entity as on file with the Nevada Secretary of State: Clikia Corp. Entity or Nevada Business Identification Number (NVID): C15662-2002 2. Restated or Amended and Restated Articles: / / Certificate to Accompany Restated Articles or Amended and Restated Articles / / Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: _______ The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. / / Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type. 3. Type of Amendment Filing Being Completed: / / Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two-thirds of the following: (Check only one box) / / incorporators / / Board of Directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued /X/ Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 99% / / Officer's Statement (foreign qualified entities only) - Name of home state, if using a modified name in Nevada: ___________________ Jurisdiction of formation: ___________________ Changes to takes the following effect: / / The entity name has been amended. / / Dissolution / / The purpose of the entity has been amended. / / Merger / / The authorized shares have been amended. / / Conversion / / Other: (specify changes) * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. 4. Effective Date and Time: (optional) Date: _____________ Time: _____________ (must not be later than 90 days after the certificate is filed) 5. Information Being Changed: (Domestic corporations only) / / The entity name has been amended. / / The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) / / The purpose of the entity has been amended. /X/ The authorized shares have been amended. / / The directors, managers or general partners have been amended. / / IRS tax language has been added. / / Articles have been added. / / Articles have been deleted. / / Other. The articles have been amended as follows: (provide article numbers, if available) ARTICLE III HAS BEEN AMENDED. SEE ATTACHMENT. 6. Signature: /s/ DEAN E. SUKOWATEY President Signature of Officer or Authorized Agent Title ATTACHMENT TO CERTIFICATE OF AMENDMENT Article III A. In the best interests of the Corporation and its shareholders, there shall be a reverse split of the currently outstanding shares of the Corporation's $0.00001 par value common stock, on a one-for-twenty-five thousand (1-for-25,000) basis, that is, each twenty-five thousand (25,000) shares shall become one (1) share of Corporation common stock, to be carried out as soon as possible, and this Article III of the Articles of Incorporation of the Corporation shall be amended to effect a 1-for-25,000 reverse split, to re-authorize five hundred million (500,000,000) shares of common stock with a par value of $0.00001 and to reaffirm the prior authorization of five million (5,000,000) shares of Series A Super Voting Preferred Stock, for a total of five hundred five million (505,000,000) authorized shares. B. The Series A Super Voting Preferred Stock shall have the following preferences, powers, designations and other special rights: (1) Voting. Holders of the Series A Super Voting Preferred Stock have five hundred (500) times that number of votes on all matters submitted to the shareholders that each shareholder of the Corporation's Common Stock (rounded to the nearest whole number) is entitled to vote at each meeting of shareholders of the Corporation (and written actions of shareholder in lieu of meetings) with respect to any and all matters presented to the shareholders of the Corps oration for their action or consideration. Holders of the Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock as a single class. (2) Dividends. Holders of Series A Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Corporation's common stock. Dividends paid to holders of the Series A Super Voting Preferred Stock, if any, shall be at the discretion of the Board of Directors. (3) Liquidation Preference. Upon the liquidation, dissolution and winding up of the Corporation, whether voluntary or involuntary, holders of the Series A Super Voting Preferred Stock shall not be entitled to receive any of the assets of the Corporation. (4) No Conversion. The shares of Series A Super Voting Preferred Stock are not convertible into shares of the Company's common stock. (5) Vote to Change the Terms of, or to Issue, Series A Super Voting Preferred Stock. The affirmative vote at a meeting duly called for such purpose, or the Written consent Without a meeting, of the holders of not less than fifty-one percent (51%) of the then-outstanding shares of Series A Super Voting Preferred Stock shall be required for (a) any change to the Corporation's Articles of Incorporation that would amend, alter, change or repeal any of the preferences, limitation or relative rights of the Series A Super Voting Preferred Stock or (b) any issuance of additional shares of Series A Super Voting Preferred Stock. (6) Record Owner. The Corporation may deem the person in whose name shares of Series A Super Voting Preferred Stock shall be registered upon the registry books of the Corporation to be, and may treat him as, the absolute owner of the Series A Super Voting Preferred Stock for all purposes, and the Corporation shall not be affected by any notice to the contrary. (7) Register. The Corporation shall maintain a register for the registration of the Series A Super Voting Preferred Stock. Upon the transfer of shares of Series A Super Voting Preferred Stock in accordance with the provisions hereof, the Corporation shall register such transfer on the register of the Series A Super Voting Preferred Stock.
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS
CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
CONVERTIBLE PROMISSORY NOTE
Principal Amount: $115,000.00
Issue Date: May 20, 2020
Maturity Date: May 20, 2021
For good and valuable consideration, Clikia Corp., a Nevada corporation ("Maker"), hereby makes and delivers this Promissory Note
(this "Note") in favor of GPL Ventures LLC, or its assigns ("Holder"), and hereby agrees as follows:
ARTICLE I. PRINCIPAL AND INTEREST
Section 1.1 For value received, Maker promises to pay to Holder at such place as Holder or its assigns may designate in writing,
in currently available funds of the United States, the principal Amount of One Hundred Fifteen Thousand Dollars ($115,000.00). Maker's
obligation under this Note shall accrue interest at the rate of Five percent (5.0%) per annum from the date hereof until paid in full.
Interest shall be computed on the basis of a 365-day year or 366-day year, as applicable, and actual days lapsed. Accrual of interest
shall commence on the first business day to occur after the Issue Date and continue until payment in full of the Principal Amount has
been made or duly provided for.
Section 1.2
a. All payments shall be applied first to interest, then to principal and shall be credited to the Maker's account on the
date that such payment is physically received by the Holder.
b. All principal and accrued interest then outstanding shall be due and payable by the Maker to the Holder on or before
May 20, 2021 (the "Maturity Date").
c. Maker shall have no right to prepay all or any part of the principal under this Note.
d. This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be
subject to preemptive rights or other similar rights of shareholders of the Maker and will not impose personal liability upon the holder
thereof.
Section 1.3 This Note is issued solely for value received, paid by Holder to Maker by wire ("Consideration"). The Principal
Amount due to Holder shall be prorated based on the consideration actually paid by Holder to Maker, such that the Maker is only required
to repay the amount of consideration and the Maker is not required to repay any unfunded portion of this Note.
ARTICLE II. CONVERSION RIGHTS; CONVERSION PRICE
Section 2.1 Conversion. The Holder or its assigns shall have the right, from time to time, commencing on the Issuance Date of this
Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares of Common
Stock of the Maker (the "Notice Shares") at the Conversion Price determined as provided herein. Promptly after delivery to Maker of a
Notice of Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any other form provided by the Holder, properly
completed and duly executed by the Holder or its assigns (a "Conversion Notice"), the Maker shall issue and deliver to or upon the order
of the Holder that number of shares of Common Stock for the that portion of this Note to be converted as shall be determined in accordance
herewith.
No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable
shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the "Conversion Date") shall be deemed to be
the date on which the Holder faxes, mails or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common
Stock upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to
the Maker. Delivery of shares upon conversion shall be made to the address specified by the Holder or its assigns in the Notice of Conversion.
Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall equal Seventy Five Percent (75%) of the
lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal
or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice ("Notice Shares") will
be equal to the Conversion Amount divided by the Conversion Price.
On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares ("Estimated
Shares") to Holder's brokerage account equal to the Conversion Amount divided by 75% of the Market Price. "Market Price" shall mean the
lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day
prior to the Conversion Date.
The "Valuation Period" shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the
Notice Shares in Holder's brokerage account, as reported by Holder ("Valuation Start Date"). If at any time, one or multiple times, during the
Valuation Period the number of Estimated Shares delivered to Holder is less than the Notice Shares, the company must immediately deliver enough
shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that
Conversion Amount.
"Trading Price" means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the
"OTCBB") as reported by a reliable reporting service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the
OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market
where such security is listed or traded. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or
on the principal securities exchange or other securities market on which the Common Stock is then being traded.
Section 2.3. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Maker shall reorganize
its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker is not the surviving
corporation or where there is a change in or distribution with respect to the Common Stock of the Maker), or sell, transfer or otherwise
dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in
addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed
to the holders of Common Stock of the Maker, then Holder shall have the right thereafter to receive, upon conversion of this Note, the number
of shares of common stock of the successor or acquiring corporation or of the Maker, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the
number of shares of Common Stock into which this Note is convertible immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Maker) shall
expressly asAmounte the due and punctual observance and performance of each and every covenant and condition of this Note to be performed and
observed by the Maker and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as
determined in good faith by resolution of the Board of Directors of the Maker) in order to provide for adjustments of the number of shares of
common stock into which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this
Section 2.3(a). For purposes of this Section 2.3(a), "common stock of the successor or acquiring corporation" shall include stock of such
corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 2.3(a) shall similarly apply
to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.
Section 2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the
Securities Act of 1933, as amended (the "Act"). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be
offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or
(ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the
effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable
upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the
applicable legend, shall bear a legend substantially in the following form, as appropriate:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE
STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS.
Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker
shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such
request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect
that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect.
Section 2.5. Reservation of Common Stock.
(a) The Maker covenants that during the period the Note is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further
covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion of this Note. The
Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the
Common Stock of the Maker may be listed or quoted).
(b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting
the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon the conversion of this
Note above the amount payable therefor upon such conversion immediately prior to such increase in par value, (b) take all such action as may be
necessary or appropriate in order that the Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion
of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note.
(c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form
reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder.
(d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any,
of the shares of Common Stock issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary in order that
the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price.
(e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is
convertible or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.
(f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance
upon conversion of the Note, then the Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for
the sole purpose of increasing the number of authorized shares of Common Stock.
Section 2.6. Maximum Conversion. The Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in connection with
that number of shares of Common Stock which would be in excess of the Amount of (i) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates on Conversation Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes with respect
to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its
Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision to
the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended, and Regulation 13d-3 thereunder.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
Section 3.1. The Holder represents and warrants to the Maker:
(a) The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not
offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a
violation of the Act or any application state securities laws or similar laws relating to the sale of securities;
(b) That Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the
Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions from the registration provisions of the Act and any continued reliance
on such exemption is predicated on the representations of the Holder set forth herein;
(c) Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this
investment, (iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can
afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is
disproportionate to Holder's net worth, and Holder's investment in this Note will not cause such overall commitment to become excessive;
(d) Holder is an "accredited investor" (as defined in Regulation D promulgated under the Act) and the Holder's total investment in this
Note does not exceed 10% of the Holder's net worth; and
(e) Holder recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their
entire investment should consider investing in the Maker and this Note.
Section 3.2 The Maker represents and warrants to Holder:
(a) Organization and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Maker and
each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership
or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in
good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets,
financial condition or prospects of the Maker or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated
or unincorporated, in which the Maker owns, directly or indirectly, any equity or other ownership interest.
(b) Authorization; Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this Note and to
consummate the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the execution and
delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance
of the Note and the issuance and reservation for issuance of the Common Stock issuable upon conversion or exercise hereof) have been duly authorized by the
Maker's Board of Directors and no further consent or authorization of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note
has been duly executed and delivered by the Maker by its authorized representative, and such authorized representative is the true and official
representative with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note
constitutes, a legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms.
(c) Issuance of Shares. The Notice Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with
its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue
thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Maker and will not impose personal liability upon the
holder thereof.
(d) Acknowledgment of Dilution. The Maker understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Notice Shares upon conversion of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon conversion of this Note is
absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Maker.
(e) Acknowledgement of Current Financial Statements. The Maker acknowledges that during the existence of this Note, it will not be late or
delinquent in filing its financial statements with the requisite reporting bodies.
ARTICLE IV. EVENTS OF DEFAULT
Section 4.1. Default. The following events shall be defaults under this Note: ("Events of Default"):
(a) default in the due and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount
or such part thereof shall become due and payable hereunder; or
(b) failure on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the part of
the Maker contained herein (other than those covered by clause (a) above) for a period of 5 business days after the date on which written notice specifying
such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy the same, shall have been given by the Holder
by registered or certified mail, return receipt requested, to the Maker; or
(c) any representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading in
any material respect; provided, however, that such failure shall not result in an Event of Default to the extent it is corrected by the Maker within a
period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and
demanding that the Maker remedy same, shall have been given by the Holder by registered or certified mail, return receipt requested; or
(d) any of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law for
the relief of debtors (collectively, the "Bankruptcy Law"): (A) commencement of a voluntary case or proceeding, (B) consent to the entry of an order for
relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official
under any Bankruptcy Law (each, a "Custodian"), of it or for all or substantially all of its property, (D) a general assignment for the benefit of its
creditors, or (E) admission in writing its inability to pay its debts as the same become due; or
(e) entry by a court of competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in
an involuntary case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders the liquidation of
the Maker, and such order or decree remains unstayed and in effect for 60 days.
Section 4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note or at any time before default when the Holder
reasonably feels insecure, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following
rights and remedies:
a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such
amounts shall be immediately due and payable.
b. Pursue any other rights or remedies available to Holder at law or in equity.
c. The Holder shall receive Liquidated Damages of $500 per day per Event of Default the Maker is in Default pursuant to this Note.
Section 4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including reasonable
attorneys' fees and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note or in attempting to collect or
enforce this Note.
Section 4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the
Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law, and every such right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and
remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder.
Section 4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences but no such waiver
shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.
Section 4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided herein.
ARTICLE V. MISCELLANEOUS
Section 5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier
or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile
transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed,
if sent by mail. For the purposes hereof, the address of the Holder shall be One Penn Plaza, Suite 6196, New York, NY 10119; and the address of the Maker
shall be 1 Bridge Plaza, Suite 2, Fort Lee, NJ 07024. Both the Holder or its assigns and the Maker may change the address for service by delivery of
written notice to the other as herein provided.
Section 5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker and the Holder.
Section 5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be the benefit of the Holder
and its successors and assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only be transferable in whole subject to
the restrictions contained in the restrictive legend on the first page of this Note.
Section 5.4. Governing Law. This Note shall be governed by the internal laws of the State of New York, without regard to conflicts of laws principles.
Section 5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not
include the posting of any bond), and upon surrender and cancellation of such Note, if mutilated, the Maker will make and deliver a new Note of like tenor.
Section 5.6. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation, the right to
vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker,
unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.
Section 5.7. Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise
invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.
Section 5.8. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section.
Section 5.9. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed
to constitute one instrument.
IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Maker as executed this Note as of the date first written above.
Clikia Corp.
/s/ ANIL K IDNANI
By: Anil K. Idnani
Its: CEO
Acknowledged and Agreed:
GPL Ventures LLC
By: /s/ Alexander Dillon
Its: Partner
EXHIBIT 1
CONVERSION NOTICE
________________________________________________________________________
(To be executed by the Holder in order to Convert the Note)
TO:
The undersigned hereby irrevocably elects to convert US$ ________ of the Principal Amount of the above Note into Shares of Common Stock of Clikia Corp.,
according to the conditions stated therein, as of the Conversion Date written below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably
requested by the Maker in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.
Conversion Date: ___________________________________________
Applicable Conversion Price: $____________
Signature: ___________________________________________
Name: ___________________________________________
Address: ___________________________________________
___________________________________________
Tax I.D. or Soc. Sec. No: ___________________________________________
Principal Amount to be converted: US$________________________________________
Amount of Note unconverted:
US$________________________________________
Number of shares of Common Stock to be issued: ________________________
Insert Checks / Proof of Wire Here
CORPORATE RESOLUTION OF THE
BOARD OF DIRECTORS OF CLIKIA CORP.
We, the undersigned, do hereby certify that at a meeting of the Board of Directors of Clikia Corp., a Nevada corporation organized under the laws of the
State of Nevada (the "Corporation"), duly held on May 20, 2020 at the offices of the Corporation, which said meeting no less than two directors were
present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:
WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Convertible Promissory Note dated May
20, 2020 (the "Note"), in the aggregate principal amounts of (the "Note"), convertible into shares of common stock, par value $0.00001 per share, of the Company
(the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with
Pacific Stock Transfer Co. the Corporation's transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any
conversion of the Note; the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of Pacific Stock
Transfer Co. for all loss, liability, or expense in carrying out the authority and direction contained in the irrevocable letter agreement (the "Letter
Agreement");
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i)
reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a
conversion of the Note (issuance upon receipt of a notice of conversion of the holder of the Note) without any further action or confirmation by the
Corporation; (iii) hereby authorizes the issuance of such number of shares as will be necessary to fully convert the note under its terms, including
issuances subsequent to the initial conversion and/or those due under Section 2.2 of the Note, and any such shares shall be considered fully paid and
non-assessable at the time of their issuance and (iv) the Corporation indemnifies Pacific Stock Transfer Co., liability, or expense in carrying out the
authority and direction contained in the Letter Agreement:
RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional
action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the
foregoing resolutions:
The undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the attached is a true and correct copy of
resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by-laws
and the laws of the State of Nevada, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded
and are in full force and effect.
IN WITNESS WHEREOF, We have hereunto set our hands as CEO and Members of the Board of Directors of the Corporation.
Dated: ________________
Members of the Board:
________________________
Title:
________________________
Title:
________________________
Title:
________________________
Title:
SUBSCRIPTION AGREEMENT Clikia Corp. Background Clikia Corp., a Nevada corporation (the "Company"), is offering up to 5,000,000 shares of its common stock (the "Offered Shares") at a price of $0.____ per Offered Share, pursuant to Tier I of Regulation A promulgated under the Securities Act of 1933, as amended (the "Securities Act"). With respect to its offering of the Offered Shares, the Company has filed a Form 1-A Offering Statement (the "Offering Statement") (File No. 024-________) with the Securities and Exchange Commission (the "SEC"), which Offering Statement includes an offering circular dated _______, 2020 (the "Offering Circular"). Agreement To purchase Offered Shares of the Company, you, as the investor, must complete and execute this Subscription Agreement and, then, deliver the completed Subscription Agreement, along with (1) a photocopy of a government-issued form of picture identification (e.g., passport or driver license), or organizational documents if the investor is an entity, and (2) a completed IRS Form W-9 (collectively, the "Subscription Documents"), to the Company as directed below. In connection with your execution and delivery of this Subscription Agreement, you are required to pay the entire purchase price for the purchased Offered Shares at a price of $0._____ per share. You are required to deliver the Subscription Documents to the Company by e-mail to: [email protected]. The Subscription Amount is payable by check, payable to "Clikia Corp.", or by bank wire or electronic funds transfer via ACH, as follows: Check delivery address: Bank Wires or Electronic Funds Transfers to: Clikia Corp. ________________________ 1 Bridge Plaza ________________________ 2nd Floor ________________________ Fort Lee, New Jersey 07024 ________________________ ________________________ You should examine the suitability of this type of investment in the context of your needs, investment objectives and financial capabilities and you should make an independent investigation and decision as to suitability and as to the risk and potential gain involved with the Company. You are encouraged to consult your attorney, accountant, financial consultant or other business or tax advisor regarding the risks and merits of the proposed investment. Information provided herein will be kept confidential, except to the extent disclosure may be required under any federal or state laws. However, by executing this Subscription Agreement, you agree that the Company may present the Subscription Documents to its attorneys or such other parties as it, in its sole discretion, deems appropriate to assure itself that the proposed offer and sale of the Offered Shares of the Company will not result in a violation of (A) the registration provisions of the Securities Act, (B) the securities or "blue sky" laws of any state or (C) any anti-money laundering statute or regulation. The decision to accept or reject this Subscription Agreement shall be made in the sole discretion of Clikia Corp. - Page 1 - INVESTOR INFORMATION Name of Investor _______________________________________________ SSN or EIN _______________________________________________ Street Address _______________________________________________ City _______________________________________________ State _______________________________________________ Zip Code _______________________________________________ Phone _______________________________________________ E-mail _______________________________________________ State/Nation of Residency _______________________________________________ Name and Title of Authorized Representative, if investor is an entity or custodial account _______________________________________________ Type of Entity or Custodial Account (IRA, Keogh, corporation, partnership, trust, limited liability company, etc.) _______________________________________________ Jurisdiction of Organization _______________________________________________ Date of Organization _______________________________________________ Account Number _______________________________________________ 1. The undersigned hereby subscribes for the dollar amount ("Subscription Amount") and number of Offered Shares of Clikia Corp. (the Company) indicated on the signature page hereto. 2. The Offered Shares will be held by the undersigned as (check one): Individual Investor Custodian Entity Tenants-in-Common Community Property Corporation Joint Tenants LLC Partnership Trust If the Offered Shares are intended to be held as Community Property, as Tenants-In-Common or as Joint Tenancy, then each party (owner) must execute this Subscription Agreement. If the investor is an entity (corporation, partnership, LLC or trust), then additional organizational documentation and proof of authorization to purchase Offered Shares may be required by the Company. Such additional documentation may include, without limitation: articles/certificate of incorporation, bylaws, operating/partnership agreements, certificates of trust or resolutions to invest. - Page 2 - 3. To induce the Company to accept this Subscription Agreement, you hereby agree and represent that: (a) You have delivered the Subscription Amount, concurrently with your delivering this Subscription Agreement to the Company, by check or by bank wire or by electronic funds transfer via ACH. (b) Within five (5) days after receipt of a written request from the Company, you shall provide such information and execute and deliver such additional documents as the Company may reasonably request to comply with any and all laws and ordinances to which the Company may be subject, including the securities laws of the United States or any other applicable jurisdiction. (c) The Company has entered into, and from time to time may enter into, separate subscription agreements with other investors for the sale of Offered Shares to such other investors. The sale of Offered Shares to such other investors and this sale of the Offered Shares shall be separate sales and this Subscription Agreement and the other subscription agreements shall be separate agreements. (d) You understand the meaning and legal consequences of, and that the Company intends to rely upon, the representations and warranties contained in Section 4 hereof, and you hereby agree to indemnify and hold harmless the Company and each any officer, employee, agent or affiliate thereof from and against any and all loss, damage or liability due to or arising out of your breach of any representation or warranty. 4. You hereby further represent, warrant, acknowledge and agree that: (a) The information provided by you is true and correct in all respects as of the date hereof and you hereby agree to notify promptly the Company and supply corrective information to the Company if, prior to the consummation of your investment in the Company, any of such information becomes inaccurate or incomplete. (b) If an individual, you are over 21 years of age, and the address set forth above is your true residence and domicile, and you have no present intention of becoming a resident or domiciliary of any other state or jurisdiction. If a corporation, trust, partnership or other entity, your principal place of business is located at the address set forth above. (c) You have had an opportunity to ask questions of, and receive answers from, the Company, or a person or persons acting on its behalf, concerning the Company and the terms and conditions of this investment, and all such questions have been answered to your full satisfaction. (d) Except as set forth in this Subscription Agreement, no representations or warranties have been made to you by the Company or any officer, agent, employee or affiliate thereof. (e) You have knowledge and experience in financial and business matters such that you are capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto. You have had the opportunity to consult your own advisers with respect to your proposed investment in the Company. (f) You are not entering into this Subscription Agreement in any manner as a representative of a charitable remainder unitrust or a charitable remainder trust. (g) You have either (1) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (2) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings. - Page 3 - (h) You have the financial ability to bear the economic risk of your investment, including a complete loss thereof, have adequate means for providing for your current needs and possible contingencies and have no need for liquidity in your investment. (i) You are acquiring Offered Shares for your own account. (j) You acknowledge and understand that: (1) the Offered Shares are a speculative investment and involve a substantial degree of risk; (2) the Company does not have a significant financial or operating history; and (3) the Offered Shares are being offered pursuant to Regulation A under the Securities Act and have not been registered or qualified under any state blue sky or securities law. (k) You have carefully reviewed and understand the Offering Circular, as amended, and exhibits included therewith. (l) If the investor is an entity, you represent that: (1) the entity was not formed for the purpose of investing in the Company; (2) the entity is not investing more than 40% of its total assets in the Company; (3) each of the entity's beneficial owners participates in investments made by the entity pro rata in accordance with its interest in the entity and, accordingly, the entity's beneficial owners cannot opt-in or opt-out of investments made by the entity; and (4) the entity's beneficial owners did not and will not contribute additional capital (other than previously committed capital) for the purpose of purchasing the Offered Shares. If the investor is an entity in which a holder of an interest in such entity may decide whether or how much to invest by means of such entity in various investment vehicles including the Company, then you shall notify the Company as to the number of holders of interests in the entity, the number of holders of interests in the entity that hold interests in the Company through the entity and any changes to either such number. (m) You represent and warrant that (1) the Offered Shares are to be purchased with funds that are from legitimate sources in connection with your regular business activities and which do not constitute the proceeds of criminal conduct; (2) the Offered Shares are not being acquired, and will not be held, in violation of any applicable laws; (3) you are not listed on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control ("OFAC"); and (4) you are not a senior foreign political figure, or any immediate family member close associate of a senior foreign political figure. (n) If the investor is an individual retirement account, qualified pension, profit sharing or other retirement plan, or governmental plans or units (all such entities are herein referred to as a "Retirement Trust"), you represent that the investment in the Company by the Retirement Trust has been authorized by the appropriate person or persons and that the Retirement Trust has consulted its counsel with respect to such investment and you represent that you have not relied on any advice of the Company or any person affiliated with the Company in making your decision to purchase the Offered Shares. 5. It is understood that this Subscription Agreement is not binding on the Company, until accepted by the Company. The Company may accept or reject this Subscription Agreement in whole or in part, in its sole discretion. 6. The Company reserves the right to request such information as is necessary to verify your identity. You shall, promptly on demand, provide such information and execute and deliver such documents as the Company may request to verify the accuracy of your representations and warranties herein or to comply with the USA PATRIOT Act of 2001, as amended, certain anti-money laundering laws or any other law or regulation to which the Company may be subject. In addition, by executing this Subscription Agreement, you authorize the Company to provide the Company's legal counsel and any other appropriate third party with your information, until the authorization is revoked by you in writing to the Company. - Page 4 - 7. The Company represents and warrants to you that: (a) The Company is duly formed and validly existing in good standing as a corporation under the laws of the State of Nevada, and has all requisite power and authority to carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this Subscription Agreement have been authorized by all necessary action on behalf of the Company, and this Subscription Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. 8. All documents, notices and other communications to be delivered hereunder by you shall be sent to the Company at the address set forth above; notices and other communications to be delivered hereunder by the Company shall be sent to you at your address set forth above. 9. This Subscription Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. No covenant, representation or condition not expressed in this Subscription Agreement shall affect, or be effective to interpret, change or restrict, the express provisions of this Subscription Agreement. 10. This Subscription Agreement is not transferable or assignable by you. All notices or other communications to be given or made hereunder shall be in writing and shall be delivered personally or mailed, postage prepaid, to you or to the Company, as the case may be, at the respective addresses set forth elsewhere herein. This Subscription Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its principles of conflicts of laws. All nouns and pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require. - Page 5 - IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below. Dated: _____________________________________________ INDIVIDUAL INVESTOR _____________________________________________ $_____________________________________________ (Signature) (Subscription Amount) _____________________________________________ _____________________________________________ (Printed Name) (Number of Offered Shares Subscribed) CORPORATION/LLC/TRUST INVESTOR _____________________________________________ $_____________________________________________ (Name of Corporation/LLC/Trust) (Subscription Amount) _____________________________________________ _____________________________________________ (Signature) (Number of Offered Shares Subscribed) _____________________________________________ (Printed Name) _____________________________________________ (Title) PARTNERSHIP INVESTOR _____________________________________________ $_____________________________________________ (Name of Partnership) (Subscription Amount) _____________________________________________ _____________________________________________ (Signature) (Number of Offered Shares Subscribed) _____________________________________________ (Printed Name) _____________________________________________ (Title) - Page 6 - COMPANY ACCEPTANCE The foregoing subscription for ___________________ Offered Shares, a Subscription Amount of $___________________, is hereby accepted on behalf of Clikia Corp., a Nevada corporation, this ____ day of _______________, 20___. CLIKIA CORP. By: __________________________ Name: ________________________ Title: _________________________ - Page 7 -
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the or this "Agreement") is made and entered into effective as of April 28, 2020,
by and among CLIKIA CORP., a Nevada corporation ("Parent"), MAISON LUXE, INC., a Wyoming corporation wholly owned by Parent ("Buyer"),
and MAISON LUXE, LLC, a Delaware limited liability company ("Seller"). Parent, Buyer and Seller are the only Parties to this Agreement
and are collectively referred to herein as the "Parties," each a "Party."
RECITALS
A. Seller's members have adopted a plan of liquidation and dissolution (the "Seller's Plan of Liquidation and Dissolution"),
which contemplates the wind-up of Seller's business affairs, liquidation or other disposition of its assets, satisfaction or other
disposition of its liabilities, dissolution of Seller as a business entity and, upon such dissolution, transfer of Seller's remaining assets
to its members.
B. Buyer desires to purchase from Seller and Seller desires to sell to Buyer, in a transaction qualifying as a Tax-free sale
of assets-for-stock reorganization of Seller under Internal Revenue Code (the "Code") Section 368(a)(1)(C) and Section 368(a)(2)(D),
substantially all of Seller's assets relating to, required for, used in or otherwise constituting Seller's Business (as defined below) in
exchange for the assumption of certain liabilities relating to the Business and the issuance of shares of Buyer's Common Stock as provided
for herein.
C. The respective Boards of Directors of each of Parent and Buyer, on the one hand, and the members of Seller, on the other
hand, have determined that this Agreement and the transactions contemplated hereby are in furtherance of and consistent with their respective
business strategies and in the best interests of their respective equity owners.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, each of which is incorporated in this Agreement as an essential term
hereof, and the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
I. PURCHASE OF ASSETS AND ASSUMPTION OF CERTAIN LIABILITIES
A. PURCHASE AND SALE OF ASSETS. Subject to the terms and conditions of this Agreement and except for the Excluded Assets as
defined in Section 1.2, Seller agrees to transfer, convey, assign and deliver to Buyer on the Closing Date (as defined in Section 2.3 below),
and Buyer agrees to buy from Seller, free and clear of all encumbrances, all of Seller's right, title and interest in and to all of the following
assets wherever situated as of the Closing Date (collectively, the "Acquired Assets") relating to Seller's fine time pieces and jewelry
wholesale business (the "Business"):
1. Fixed Assets. All fixed assets owned by Seller that are used in the Business, including, without limitation, all
machinery and equipment, tooling, molds, dies, instruments, furniture, trade fixtures, office equipment, automobiles, trucks and other vehicles,
video guides, circuit boards, the supplies and tools used to repair such equipment, and goods and other tangible personal property of Seller,
including any and all policy manuals relating to such equipment, all personalty, and all records pertaining thereto (collectively, the "Fixed
Assets").
2. Assumed Contracts. All assignable rights Seller may have under any and all agreements, contracts, licenses and leases
and pending orders pertaining to the Business that Buyer is to assume ("Assumed Contracts").
3. Deposits. Seller shall retain all of Seller's deposits including, without limitation, any lease deposits.
4. Inventory. All inventory (the "Inventory") used in the Business.
5. Marketing and Reference Materials. Any and all marketing and reference materials utilized in the Business, including,
without limitation, any and all product literature and/or brochures, marketing "leads", telephone numbers and similar assets utilized by Seller
in the conduct of the Business.
6. Goodwill and Trade Names. The Business and associated goodwill of Seller related to the Business as a going concern and
all rights of Seller to use the name "Maison Luxe".
7. Intellectual Property. All rights under any patent application, patent, trademark, service mark, trade dress, trade name
or copyright, whether registered or unregistered, internet domain name, including social media accounts, and any applications therefor; and all
technologies, methods, schematics, drawings, formulations, data bases, trade secrets, know-how, inventions and other intellectual property used
in the Business or under development; and all computer software (including documentation and related object and source codes) (collectively, the
"Intellectual Property").
8. Other Assets. Any and all other assets and properties of Seller of every kind, character and description, whether tangible,
intangible, real, personal or mixed, and wherever located or by whomever possessed related to the Business, including, without limitation, spare
parts, supplies on hand, all financial accounting and business related books and records pertaining to the Business, or any of the Acquired Assets
(provided that Seller and Seller's accountant shall be permitted to retain copies of all records of Seller), existing advertising, technical
manuals, any and all policy and/or procedure manuals relating to the Business, all rights under express or implied warranties relating to the
Acquired Assets, and all information and records (including, without limitation, personnel records to the extent not prohibited by law), whether
reduced to physical form or otherwise, acquired for, used in, or in any way primarily related to the Business.
B. EXCLUDED ASSETS. Buyer shall not assume or be liable for, and Seller shall retain, discharge and perform, any and all liabilities
and obligations of Seller attributable to the Business or the Acquired Assets, including, without limitation, the following (collectively, the
"Excluded Liabilities"):
1. Any liability, expense or cost relating to claims against Seller that are attributable to the Business for personal injury
or property damage arising from or relating to, in whole or in part, any event occurring prior to Closing;
2. Any liability or obligation of Seller arising from or relating to services provided, goods produced, sold or distributed by
Seller prior to Closing;
3. Any liability or obligation of Seller for loans or other debts of Seller;
4. Any liability or obligation of Seller in relation to any real estate owned or operated by Seller;
5. Any liability or obligation of Seller under any equipment, automobile or other vehicle lease or in relation to any equipment
or automobile or other vehicle owned or operated by Seller;
6. Any liability or obligation of Seller to any employee, distributor, representative or agent of Seller for compensation or
other benefits earned or accrued prior to Closing;
7. Any liability or obligation of Seller to any party affiliated with Seller;
8. Any obligation of Seller for Taxes (as hereinafter defined) (including interest and penalties) imposed by any state, federal
or other entity arising from, on, or out of the ownership, use or operation of the Acquired Assets prior to Closing, or arising from, on, or out of
the sale or conveyance by Seller of the Acquired Assets pursuant to this Agreement;
9. Any obligation of Seller for expenses incurred in connection with the sale or conveyance of the Acquired Assets pursuant to
this Agreement, including, without limitation, the fees and expenses of attorneys, accountants, brokers and other advisors and agents;
10. Any other liability, contract, commitment or obligation (whether known or unknown, fixed or contingent, liquidated or
unliquidated, now existing or hereafter arising), arising out of or relating to the ownership, use or operation of the Acquired Assets prior to
Closing; and
11. Any liability or obligation of Seller arising under this Agreement.
C. LIMITED ASSUMPTION OF SELLER LIABILITIES; EXCLUDED LIABILITIES. Notwithstanding anything herein to the contrary, Buyer shall assume
and be liable for the liabilities (each an "Assumed Liability") listed on Schedule I.C attached hereto and made a part hereof. Buyer responsible to
obtain any and all required consents or assignments of each Assumed Liability. Seller shall cooperate with Buyer in obtaining any consents required in
connection with any of the Assumed Liabilities.
D. INSTRUMENTS OF TRANSFER. The sale, assignment, transfer, conveyance and delivery of the Acquired Assets shall be made by such bills of
sale, patent and trademark assignment documentation and other recordable instruments of assignment, transfer and conveyance as Buyer shall reasonably
request.
E. SALES AND OTHER TAXES. Seller shall be responsible for, and shall pay or cause to be paid, any and all sales, use, documentary,
recording and similar transfer Taxes attributable to the purchase of the Acquired Assets contemplated by this Agreement. Buyer shall cooperate with
Seller to the extent reasonably requested to minimize such Taxes.
II. PURCHASE PRICE AND THE CLOSING
A. PURCHASE PRICE. As consideration for the Acquired Assets, on the Closing Date, Parent shall issue to Seller 3,00,0000 shares of Parent's
Common Stock (the "Closing Shares").
B. THE CLOSING. The transactions contemplated by this Agreement shall be consummated (the "Closing") at the offices of Seller on or before
May 8, 2020, or at such other time or place as the Parties shall mutually agree (the "Closing Date"). The Closing shall be effective at 12:01 a.m. on the
Closing Date.
1. Actions at the Closing. At the Closing:
a. Parent shall deliver to Seller one or more stock certificates, as directed by Seller, representing (in the aggregate)
the Closing Shares;
b. Seller shall execute and deliver to Buyer the Bill of Sale and Assignment of Acquired Assets (Exhibit 2.B.1.b) and all
other bills of sale, endorsements, assignments and other instruments as Buyer shall reasonably request or as necessary or appropriate to sell, convey,
assign, transfer and deliver to Buyer good title, free and clear of all liens or encumbrances to all the Acquired Assets and to evidence the due execution,
delivery and performance of the Agreement and satisfaction of the conditions to the obligations of Buyer under this Agreement (collectively, the "Collateral
Agreements");
c. Each of Buyer and Seller shall deliver such documents and instruments as reasonably requested and required by the other
Party as is customary for a transaction of this kind and type in order to properly effect the transactions contemplated hereby.
C. PURCHASE PRICE ALLOCATION. Promptly following the Closing, Buyer shall prepare a mutually agreed allocation of the purchase price in
accordance with Section 1060 of the Code. Buyer shall consult with Seller on same before finalizing such allocation. Each of the Parties agrees to report
this transaction for state, federal and other Tax purposes in accordance with this final allocation of the purchase price and not to file any Tax Return or
report or otherwise take a position with federal, state or other tax authorities which is inconsistent with such allocation.
III. REPRESENTATIONS AND WARRANTIES REGARDING SELLER, BUSINESS AND ACQUIRED ASSETS
Seller represents and warrants to Buyer as follows as of the date of this Agreement and the Closing Date:
A. GOOD STANDING AND AUTHORITY.
1. Seller is a corporation organized, existing and in good standing under the laws of the State of Wyoming and is in good standing and
qualified to do business as a foreign corporation in the states where its operations require it to be so qualified.
2. Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. At the Closing, the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement
shall have been duly authorized by all requisite corporate action of Seller, including, but not limited to, approval of the transaction by the members of Seller.
This Agreement has been duly executed and delivered by and shall constitute the valid and binding obligations of Seller enforceable in accordance with its
terms, subject to and limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Applicable Laws and equitable principles relating to
or affecting creditor's rights.
B. TITLE TO AND CONDITION AND SUFFICIENCY OF ACQUIRED ASSETS. Seller has good and marketable title to all of the Acquired Assets, all of the
Acquired Assets are free and clear of restrictions on or conditions to transfer or assignment, and, at the Closing, Seller shall sell, convey, assign, transfer
and deliver to Buyer title to the Acquired Assets, free and clear of any mortgages, liens, pledges, encumbrances, claims, conditions and restrictions, of any
nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise.
C. NON-CONTRAVENTION. Neither the execution or the delivery of this Agreement, nor the consummation of the transactions contemplated by this
Agreement, shall (i) violate any Applicable Law, Injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Body to which
Seller or the Acquired Assets is subject or any provision of the articles of incorporation or bylaws of Seller, or (ii) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any
notice under any agreement, contract, lease, license, instrument, lien, security interest or other arrangement to which Seller is a party or by which Seller
is bound or to which any of the Acquired Assets is subject (or result in the imposition of any security interest upon any of its assets) except where such
violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice or security interest would not have a
Material Adverse Effect on the Acquired Assets or on the ability of Seller to consummate the transactions contemplated by this Agreement. Seller does not
need to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Body in order for the Parties to
consummate the transactions contemplated by this Agreement.
D. COMPLIANCE WITH APPLICABLE LAW; LITIGATION. Seller is in compliance with all Applicable Laws the violation of which would have a Material
Adverse Effect on the Acquired Assets or on the ability of Seller to consummate the transactions contemplated by this Agreement. There is no action, suit,
Proceeding or, to the Knowledge of Seller, investigation in progress or pending before any Governmental Body, and there is no threat thereof against or relating
to Seller or its properties, assets or Business, nor, to the Knowledge of Seller, is there any basis for any such claim, suit or other Proceeding which might
have a Material Adverse Effect on the Acquired Assets. There is no suit, action or other Proceeding, or to the Knowledge of Seller any investigation, commenced,
pending or threatened against or affecting Seller in or before any Governmental Body, in which it is sought to restrain, prohibit or otherwise adversely affect
the ability of Seller to perform any or all of the obligations required of it under this Agreement or the consummation of the transactions contemplated by this
Agreement.
E. TAX MATTERS. To the extent relevant to the Acquired Assets or the Business, Seller has prepared and timely filed all required federal, state,
local and foreign returns, estimates, information statements and reports relating to any and all Taxes concerning or attributable to Seller, the Acquired Assets
or the operations of the Business and such Returns are true and correct and have been completed in accordance with Applicable Law.
F. BOOKS AND RECORDS. The books and records of Seller related to the Business and the Acquired Assets are accurate in all material respects, have
been materially maintained in accordance with Applicable Laws and with generally accepted practices and standards in the jurisdiction(s) in which Seller operates,
are in Seller's possession or under its control.
G. INDEBTEDNESS; GUARANTEES. Seller has no indebtedness for money borrowed or for the deferred purchase price of property or services, capital lease
obligations, conditional sale or other title retention agreements relating to the Acquired Assets or the Business. Seller is not a guarantor or otherwise liable
for any liability or obligation of any Person.
H. INSOLVENCY. No insolvency Proceedings of any character, including bankruptcy, receivership, reorganization, composition or arrangement with
creditors, voluntary or involuntary, affecting the Business or any of the Acquired Assets are pending or are threatened, and Seller has not made any assignment
for the benefit of creditors, or taken any other action which would constitute the basis for the institution of such insolvency Proceedings.
I. ABSENCE OF UNDISCLOSED LIABILITIES. Seller has no material liabilities, contingent or otherwise.
J. CERTAIN BUSINESS PRACTICES. Neither Seller nor any of its directors, officers, agents or Employees has (i) used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to foreign or domestic government
officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended,
or (iii) made any other unlawful payment.
K. INFORMATION SUPPLIED. None of the information supplied or to be supplied by Seller contains any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not
misleading to shareholders of Seller with respect to the transactions contemplated by this Agreement.
IV. REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER
Parent and Buyer represents and warrants to Seller as follows:
A. ORGANIZATION. Each of Parent and Buyer is a corporation organized, existing and in good standing under the laws of the State of Nevada and the
State of Wyoming, respectively, and each is in good standing and qualified to do business as a foreign corporation where there operations so require.
B. AUTHORITY. Each of Parent and Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized
by all requisite corporate action on the part of each of Parent and Buyer. This Agreement has been duly executed and delivered by and constitutes the valid and
binding obligation, enforceable in accordance with its terms, of each of Parent and Buyer.
C. CAPITALIZATION OF PARENT. The authorized capital stock of Parent consists of 500,000,000 shares of Parent Common Stock, $.00001 par value per
share and 5,000,000 shares of Series A Super Voting Preferred Stock. As of the date hereof, 156,211 shares of Parent Common Stock and 2,000,000 shares of Series
A Super Voting Preferred Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. No shares of capital stock of Parent
are held in the treasury of Parent or by subsidiaries of Parent. Each of the outstanding shares of capital stock of each of Parent's corporate subsidiaries is
duly authorized, validly issued, fully paid and non-assessable and such shares owned by Parent are owned free and clear of all security interests, liens, claims,
pledges, agreements, limitations on Parent's voting rights, charges or other encumbrances of any nature whatsoever.
D. AUTHORIZATION. At or prior to the Closing, any and all additional corporate action on the part of each of Parent and Buyer, its respective
officers, directors and equity owners necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated herein, and for the authorization, issuance and delivery of the Parent Common Stock to Buyer, shall be, or shall have been, taken.
E. COMPLIANCE WITH LAW. Each of Parent and Buyer is in compliance with all Applicable Laws, and has not violated any Applicable Laws, to the extent
any such violation might have a Material Adverse Effect upon Buyer. Each of Parent and Buyer has all licenses, permits, certificates and authority from
Governmental Bodies which are necessary for the conduct of its business, which the failure to obtain would have a Material Adverse Effect upon Parent and Buyer.
F. GOVERNMENTAL CONSENTS. No consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with
any Governmental Body, stock exchange or Nasdaq are required on the part of Parent or Buyer in connection with the execution, delivery or performance of this
Agreement and the consummation of the transactions contemplated herein.
H. LITIGATION. As of the date of this Agreement, to Parent's and Buyer's Knowledge, there are no pending actions, suits, Proceedings, investigations or
claims against Parent or Buyer which would have a Material Adverse Effect on Parent or Buyer or their respective businesses.
I. DISCLOSURE. Parent and Buyer have furnished or made available to Seller true and complete copies of each statement, report, schedule, registration
statement and definitive proxy or information statement filed by Buyer with OTC Markets and the SEC since December 31, 2018 (the "Parent Documents"), which are all
the documents that Buyer was required to file with OTC Markets and the SEC since such date. None of the Parent Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.
V. ADDITIONAL AGREEMENTS
A. OPERATION OF BUSINESS BY SELLER. Between the date of this Agreement and the Closing Date, unless otherwise agreed in writing by Buyer, Seller shall
conduct the Business in the ordinary course of business consistent with past practice.
B. CONDUCT PRIOR TO CLOSING. Except as otherwise expressly permitted by this Agreement, excluding all transactions entered into and services provided
in the Ordinary Course of Business, Seller shall not, without the prior written consent of Buyer, take any action to impair, encumber, create a lien against or
otherwise adversely affect the Business or the Acquired Assets; sell or otherwise transfer or dispose of any of the Acquired Assets to any Third Party; enter into
any contract relating to any of the Acquired Assets.
C. PUBLIC DISCLOSURE. Subject to the public disclosure obligations of Parent under Applicable Laws, other than with the other Party's written consent,
no Party shall issue any statement or communication to any Third Party regarding the subject matter of this Agreement or the transactions contemplated hereby,
including, if this Agreement is terminated and the reasons therefor.
D. ACTIONS AND OMISSIONS FOR "C" REORGANIZATION. Parent and Buyer shall not take or omit to take any action which does or could have the effect of
disqualifying the transactions contemplated by this Agreement for the favorable Tax treatment and result desired under Code Section 368(a)(1)(C) and Section
368(a)(2)(D) and the regulations thereunder.
VI. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
The obligations of Seller to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at the
Closing of each of the following conditions:
A. APPROVALS. Seller's members shall have approved Seller's Plan of Liquidation and Dissolution and this Agreement and the transactions contemplated
by this Agreement.
B. REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and warranties of Buyer in this Agreement shall be true and correct on and as of
the Closing Date as though such representations and warranties were made on and as of such date.
C. NO LITIGATION. No action, suit, or Proceeding shall be pending or threatened before any government entity, domestic or foreign, to restrain or
prohibit, or to obtain specific damages in respect of this Agreement or the consummation of the transactions contemplated hereby and which may have a Material
Adverse Effect on the Acquired Assets or the Business.
D. DELIVERIES. Parent and Buyer shall have delivered to Seller executed copies of this Agreement and a stock certificate representing 3,000,000
shares of Parent Common Stock in the name of Seller.
VII. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND BUYER
The obligations of Parent and Buyer to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction
at the Closing of each of the following conditions:
A. REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and warranties of Seller in this Agreement shall be true and correct on and as of
the Closing Date as though such representations and warranties were made on and as of such date and Seller shall have performed and complied with all covenants,
obligations and conditions of this Agreement required to be performed and complied with by it as of the Closing Date.
B. DELIVERIES. Seller shall have delivered to Parent and Buyer executed copies of this Agreement, delivered, transferred, assigned or licensed to
Buyer (as the case may be) all of the Acquired Assets.
C. NO MATERIAL ADVERSE EFFECT. There shall not have occurred any event or exist any circumstance or condition of any character (including, without
limitation, any bankruptcy or equivalent Proceeding involving Seller or any other Proceeding challenging, threatening, or seeking to enjoin this Agreement or any
of the transactions contemplated hereunder) that has had or could reasonably be expected to have a Material Adverse Effect on the Business or Acquired Assets
since the date of this Agreement.
VIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The representations and warranties of Seller contained in this Agreement shall terminate one (1) year after the Closing Date. The representations and
warranties of Parent and Buyer contained in this Agreement shall terminate one (1) year after the Closing Date.
IX. TERMINATION, AMENDMENT AND WAIVER
A. TERMINATION. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing: by the written
agreement of the Parties; by either Buyer or Seller, if the Closing has not occurred by June 30, 2020; by Buyer, if it is not in material breach of its obligations
under this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Seller;
by Seller, if it is not in material breach of its obligations under this Agreement and there has been a material breach of any representation, warranty, covenant
or agreement contained in this Agreement on the part of Parent and Buyer; by Buyer, if there shall have occurred any event or there shall exist any condition or
circumstance of any character with respect to Seller that has had a Material Adverse Effect; by Seller, if there shall have occurred any event or there shall
exist any condition or circumstance of any character with respect to Buyer that has had or is reasonably likely to have a Material Adverse Effect; or by Buyer
or Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree, judgment, Injunction or
similar ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting any of the transactions
contemplated by this Agreement.
B. EFFECT OF TERMINATION. In the event of termination of this Agreement as provided herein, this Agreement shall forthwith become void and there shall
be no liability or obligation on the part of any Party hereto or its affiliates, officers, directors, stockholders, shareholders or members, as the case may be.
X. GENERAL PROVISIONS
A. NOTICES. All notices or other communications which are required or may be given pursuant to the terms of this Agreement shall be in writing and
shall be deemed duly given (i) upon receipt delivered personally to the recipient, or (ii) one (1) business day after being sent to the recipient by overnight
delivery via a national commercial delivery service (charges prepaid), or (iii) upon receipt after being mailed by certified or registered mail (postage prepaid
and return receipt requested), or (iv) one (1) business day after being sent to the recipient by facsimile (with acknowledgment of complete transmission) to the
Parties at the following addresses (or at such other address for a Party as shall be specified by like notice). No facsimile transmission shall be effective as
aforesaid absent such notice being sent by one of the other aforementioned methods in clauses (i)-(iii) immediately above. A Party may subsequently change the
address and addressee of any notice by giving a notice in the manner described.
If to Parent: Clikia Corp.
1 Bridge Plaza, 2nd Floor
Fort Lee, New Jersey 07024
If to Buyer: Maison Luxe, Inc.
1 Bridge Plaza, 2nd Floor
Fort Lee, New Jersey 07024
If to Seller: Maison Luxe, LLC
1 Bridge Plaza, 2nd Floor
Fort Lee, New Jersey 07024
B. EXPENSES. Parent, Buyer and Seller shall each bear their own respective expenses incurred in connection with the preparation and negotiation of
this Agreement, including, without limitation, all legal, accounting, financial advisory, consulting and all other fees and expenses of Third Parties involving
the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
C. ENTIRE AGREEMENT. This Agreement and the documents and instruments and other agreements among the Parties referenced in this Agreement constitute
the entire agreement among the Parties with respect to its subject matter and supersede, merge and void all prior agreements and understandings both written and
oral, among the Parties with respect to such subject matter.
D. SEVERABILITY. If any provision of this Agreement or the application of such provision, becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other
Persons or circumstances shall be interpreted so as to effect the intent of the Parties to the maximum extent possible. The Parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business
and other purposes of such void or unenforceable provision.
E. OTHER REMEDIES. Except as set forth in and limited by the terms of this Agreement, any and all remedies in this Agreement expressly conferred upon
a Party shall be deemed cumulative with and not exclusive of any other remedy conferred by this Agreement, and the exercise by a Party of any one remedy shall not
preclude the exercise of any other remedy under this Agreement. No Party or other beneficiary of this Agreement shall have or exercise any remedies that are not
specifically granted or authorized pursuant to this Agreement.
F. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada, regardless of the
laws that might otherwise govern under applicable principles of conflicts of laws thereof.
G. THIRD PARTY BENEFICIARIES. This Agreement shall not confer any rights or remedies upon any Person other than the Parties to this Agreement and
their respective successors and permitted assigns.
H. EQUITABLE REMEDIES. The Parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement is or are not
performed in accordance with their specific terms or are otherwise breached, and any Party shall be entitled to seek an Injunction or Injunctions to prevent
breaches of this Agreement and to seek specific performance to enforce the terms and provisions of this Agreement in any court of the United States or any state
having jurisdiction, in addition to any other remedy to which they are entitled under this Agreement.
I. COUNTERPARTS AND FACSIMILE/ELECTRONIC SIGNATURE. This Agreement may be executed in one or more facsimiles, counterparts or electronic signature
counterparts of any form, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts, facsimiles or
electronic signatures have been executed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same
counterpart, facsimile or form of electronic signature.
J. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and
permitted assigns, except nothing in this Agreement is to be construed as an authorization or right of any Party to assign its rights and delegate its duties
under this Agreement without the prior written consent of the other Parties hereto.
K. WAIVER. The terms, conditions, warranties, representations and indemnities contained in this Agreement, including the documents, instruments
and agreements executed and delivered by the Parties pursuant hereto, may be waived only by a written instrument executed by the Party waiving compliance.
Any such waiver shall only be effective in the specific instance and for the specific purpose for which it was given, unless it so provides otherwise by its
terms, and shall not be deemed a waiver of any other provision hereof or of the same breach or default upon any recurrence thereof. A Party's failure to
exercise or delay the exercise of any right hereunder shall not operate as a waiver thereof nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other right.
L. HEADINGS. The headings of the articles, sections and subsections of this Agreement are intended for the convenience of the Parties only and
shall in no way be held to explain, modify, construe, limit, amplify or aid in the interpretation of the provisions hereof. The terms "this Agreement,"
"hereof," "herein," "hereunder," "hereto" and similar expressions refer to this Agreement as a whole and not to any particular article, section, subsection
or other portion hereof.
M. AMENDMENTS. No purported amendment or modification of any provision of this Agreement or any of the documents,
instruments or agreements to be executed by the Parties pursuant hereto shall be effective unless in a writing specifically referring to this Agreement and
signed by all of the Parties hereto.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.
PARENT:
CLIKIA CORP.
By: /s/ ANIL IDNANI
Anil Idnani
CEO
BUYER:
MAISON LUXE, INC.
(a Wyoming corporation)
By: /s/ ANIL IDNANI
Anil Idnani
President
SELLER:
MAIZON LUXE, LLC
(a Delaware limited liability company)
By: /s/ ANIL IDNANI
Anil Idnani
Member/Manager
June 1, 2020 Clikia Corp. 1 Bridge Plaza 2nd Floor Fort Lee, New Jersey 07024 Re: Offering Statement on Form 1-A Gentlemen: We are acting as counsel to Clikia Corp., a Nevada corporation (the Company), in connection with the proposed sale by the Company of up to 5,000,000 (the Offered Shares) of its common stock, par value $0.00001 per share (the Common Stock) for a purchase price of $_____[$0.25-$2.50] per Offered Share, pursuant to an offering (the Offering) to be qualified with the Securities and Exchange Commission on Form 1-A under Regulation A issued under the Securities Act of 1933, as amended, (the Act). In connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Form 1-A; (ii) the corporate and organizational documents of the Company, including the Articles of Incorporation of the Company, as amended to date; (iii) minutes and records of the proceedings of the Company with respect to the issuance and sale of the Offered Shares, and (iv) the Regulation A Offering Statement on Form 1-A (the Offering Statement) covering the sale of the Offered Shares. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that: The sale of the Offered Shares has been duly authorized, and, when (i) the Offering Statement becomes qualified under the Act, and (ii) the Offered Shares have been issued and sold and the consideration therefor has been received therefore by the Company pursuant to the terms of the Offering Statement, the Offered Shares will be validly issued, fully paid and non-assessable. Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Nevada Revised Statutes (including the statutory provisions and reported judicial decisions interpreting the foregoing). We do not find it necessary, for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities, or Blue Sky, laws of the various states to the issuance and sale of the Offered Shares. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date that the Offering Statement becomes qualified under the Act, and we assume no obligation to revise or supplement this opinion after the date of qualification should the Nevada Revised Statutes be changed by legislative action, judicial decision or otherwise after the date hereof. Sincerely, /s/ Newlan & Newlan, Ltd. NEWLAN & NEWLAN, LTD.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Epsilon Energy Ltd. Schedules First Quarter 2024 Earnings Release and Conference Call
- New Exhibition 'Global Travelers' by Carole A. Feuerman: Master of Superrealism
- Relay Resources Welcomes New Chief Revenue Officer to Leadership Team
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
