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Form 1-A/A Clikia Corp.

August 13, 2020 12:08 PM EDT


  
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        024-11230
      
      
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      Clikia Corp.
      NV
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      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
      000000N/A
      N/A
    
    
      CONVERITBLE PROMISSORY NOTE
      276000
      000000N/A
      N/A
    
    
      true
    
    
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      Tier1
      Unaudited
      Equity (common or preferred stock)
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      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
      CO
      NY
    
    
      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)
    
  



Table of Contents

File No. 024-11230

 

As filed with the Securities and Exchange Commission on August 13, 2020

 

PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

 

Preliminary Offering Circular dated August 13, 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 $._____[$0.75-$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, with any additional purchase required to be in an amount of at least $50. 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   $._____[$0.75-$2.50]   $-0-   $______[$3,750,000-$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 August 7, 2020, the closing price of our common stock was $1.13 per share.

 

Investing in the Offered Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Series A Super Voting Preferred Stock, which effectively preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. 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. Our current sole officer and director, as the owner of all outstanding shares of the Series A Super Voting Preferred Stock, 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. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares”).

 

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.

 

   

 

 

TABLE OF CONTENTS

 

  Page
Cautionary Statement Regarding Forward-Looking Statements 1
Offering Circular Summary 2
Risk Factors 4
Dilution 10
Use of Proceeds 11
Plan of Distribution 12
Description of Securities 15
Business 14
Management's Discussion and Analysis of Financial Condition and Results of Operations 19
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 F-1

 

 

 

 

 

 

 

 

 

 i 

 

 

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.

 

 

 

 1 

 

 

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.

 

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 $._____[$0.75-$2.50] per Offered Share.
   
Shares Outstanding
    Before This Offering
3,156,273 shares issued and outstanding as of the date hereof, with an additional 312,465 unissued shares underlying currently convertible portions of outstanding convertible instruments.
   
Shares Outstanding
    After This Offering
8,156,273 shares, with an additional 807,465 unissued shares underlying currently convertible portions of outstanding convertible debt instruments and agreements.
   
Minimum Number of Shares
   to Be Sold in This Offering
None

 

 

 

 2 

 

 

   
Disparate Voting Rights Our outstanding shares of Series A Super Voting Preferred Stock possess superior voting rights, which effectively preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. 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. Our current sole officer and director, Anil Idnani, as the owner of all outstanding shares of the Series A Super Voting Preferred Stock, 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. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares”).
   
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 circular 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.

 

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.

 

 

 

 3 

 

 

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 $1.3 million 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 $1.39 million in revenues and earned a profit of approximately $65,000 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 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.

 

 

 

 4 

 

 

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.

 

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.

 

 

 

 5 

 

 

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. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. 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.

 

 

 

 8 

 

 

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).

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 9 

 

 

DILUTION

 

The discussion below assumes that our acquisition of the Maison Luxe Business had occurred on March 31, 2020. For purposes hereof, “net tangible book value” is derived from the information set forth in our pro forma balance sheet on page F-17 hereof. Net tangible book value per share represents the amount of our total pro forma assets (total pro forma assets less pro forma intangible assets) less total pro forma liabilities divided by the total number of shares outstanding.

 

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 pro forma as adjusted tangible book value per share of our common stock after 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 pro forma net tangible book value as of March 31, 2020, was $(477,306) (unaudited), or $(.15) (unaudited) 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  $.____[$0.75-$2.50]
Net tangible book value per share as of March 31, 2020 (unaudited)  $(0.15)
Increase in net tangible book value per share after giving effect to this offering  $.____[$0.25-$0.75]
Pro forma net tangible book value per share as of March 31, 2020 (unaudited)  $.____[$0.10-$0.60]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering  $.____[$0.65-$1.90]
    
Assuming the Sale of 75% of the Offered Shares   
Assumed offering price per share  $.____[$0.75-$2.50]
Net tangible book value per share as of March 31, 2020 (unaudited)  $(0.15)
Increase in net tangible book value per share after giving effect to this offering  $.____[$0.39-$1.17]
Pro forma net tangible book value per share as of March 31, 2020 (unaudited)  $.____[$0.24-$1.02]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering  $.____[$0.51-$1.48]
    
Assuming the Sale of 50% of the Offered Shares   
Assumed offering price per share  $._____[$0.75-$0.250]
Net tangible book value per share as of March 31, 2020 (unaudited)  $(0.15)
Increase in net tangible book value per share after giving effect to this offering  $.____[$0.48-$1.43]
Pro forma net tangible book value per share as of March 31, 2020 (unaudited)  $.____[$0.33-$1.28]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering  $.____[$0.42-$1.22]
    
    
Assuming the Sale of 25% of the Offered Shares   
Assumed offering price per share  $.____[$0.75-$2.50]
Net tangible book value per share as of March 31, 2020 (unaudited)  $(0.15)
Increase in net tangible book value per share after giving effect to this offering  $.____[$0.55-$1.62]
Pro forma net tangible book value per share as of March 31, 2020 (unaudited)  $.____[$0.40-$1.47]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering  $.____[$0.35-$1.03]

 

 

 

 10 

 

 

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.

 

  Assumed Percentage of Offered Shares Sold in This Offering  
  25%   50%   75%   100%  
Offered Shares sold

1,250,000

+
 

2,500,000

 

3,750,0000

 

5,000,000

 
Gross proceeds [$937,500-3,125,000]   [$1,875,000-6,250,000]   [$2,812,500-9,375,000]   [$3,750,000-12,500,000]  
Offering expenses 7,500   7,500   7,500   7,500  
Net Proceeds [$930,000-3,117,500]   [$1,867,500-6,242,500]   [$2,805,000-9,367,500]   [$3,742,500-12,492,500]  

 

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   $ 1,873,500    $2,498,500 
Sales and Marketing Expense   623,500    1,248,500     1,873,500     2,498,500 
Salary Expense   623,500    1,248,500     1,873,500     2,498,500 
General and Administrative Expense   623,500    1,248,500     1,873,500     2,498,500 
Working Capital   623,500    1,248,500     1,873,500     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 Maison Luxe Business, 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.

 

 

 

 11 

 

 

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 $.____[$0.75-$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
·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/investors, click on the “Download and review Investor Materials for Clikia Corp. (CLKA) here” link, download and review the downloaded information.

 

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 via e-mail to: [email protected]; 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.

 

 

 

 12 

 

 

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).

 

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.

 

 

 

 13 

 

 

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.

 

 

 

 

 

 

 

 

 

 14 

 

 

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 3,156,273 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

 

General. 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.

 

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.

 

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.

 

Convertible Promissory Notes

 

As of the date of this Offering Circular, we have outstanding six separate convertible promissory notes. The table below sets forth information with respect to such convertible promissory notes.

 

Date of

Note Issuance

 

Principal Amount

at Issuance

 

 

Current

Balance

 

Current

Accrued

Interest

 

 

Maturity

Date

 

 

Conversion

Terms

 

Name of Noteholder

and Name of Person with Investment Control

7/23/2020   $150,000   $150,000   $329   7/23/2021   75% of the lowest trading price during the twenty trading days immediately preceding the date of conversion, up to 9.99% of outstanding number of shares on date of conversion   GPL Ventures, LLC
(Alexander Dillon, Manager)
7/1/2020   $40,000   $40,000   $170   7/1/2021   75% of the lowest trading price during the twenty trading days immediately preceding the date of conversion, up to 9.99% of outstanding number of shares on date of conversion   GPL Ventures, LLC
(Alexander Dillon, Manager)
5/20/2019   $115,000   $115,000   $1,134   5/20/2021   75% of the lowest trading price during the twenty trading days immediately preceding the date of conversion, up to 9.99% of outstanding number of shares on date of conversion   GPL Ventures, LLC
(Alexander Dillon, Manager)
1/3/2019   $100,000   $100,000   $10,904   1/3/2020   $0.00005 per share up to 9.9% of outstanding number of shares on date of conversion   GPL Ventures, LLC
(Alexander Dillon, Manager)
3/26/2019   $61,000   $100,000   $5,281   3/26/2020   $0.00005 per share up to 9.9% of outstanding number of shares on date of conversion   GPL Ventures, LLC
(Alexander Dillon, Manager)
2/24/2017   $3,400   $25,000   $1,200   2/24/2018   60% of market price up to 9.9% of outstanding number of shares on date of conversion   Schooner Equities, LLC
(Kenneth Brand, Manager)

 

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.

 

 

 

 15 

 

 

BUSINESS

 

Preliminary Statements Regarding the COVID-19 Pandemic

 

As of the date of this Offering Circular, there exist significant uncertainties regarding the current novel Coronavirus (COVID-19) pandemic, including the scope of health issues, the possible duration of the pandemic and the extent of local and worldwide social, political and economic disruption it may cause in the future.

 

To date, the COVID-19 pandemic has had a discernable short-term negative impact on the ability of our company to obtain capital needed to accelerate the development of our business.

 

With respect to our business operations, while our product sales have sustained since the initial impact of the COVID-19 pandemic, we believe the COVID-19 pandemic has had a discernable short-term negative impact on our product sales, inasmuch as we have been limited in face-to-face sales meetings with respect to our products. We are unable to predict when such limitations will ease.

 

Overall, our company is not of a size that has required us to implement “company-wide” policies in response to the COVID-19 pandemic. However, as the states continue to re-open, re-close, then re-open their economies, the scope and nature of the impacts of COVID-19 on our company will evolve day-by-day, week-by-week.

 

The COVID-19 pandemic can be expect to continue to result in regional and local quarantines, labor stoppages and shortages, changes in consumer purchasing patterns, mandatory or elective shut-downs of retail locations, disruptions to supply chains, including the inability of our suppliers to deliver materials on a timely basis, or at all, severe market volatility, liquidity disruptions and overall economic instability. It can be further expected that the COVID-19 pandemic will continue to have unpredictably adverse impacts on our business, financial condition and results of operations. This situation is changing rapidly and additional impacts may arise of which we are not currently aware.

 

We intend to continue to assess the evolving impact of the COVID-19 pandemic, not only on our company, but on the operations of our customers, consumers and supply chains, and intend to make adjustments accordingly. However, the extent to which the COVID-19 pandemic may impact our business, financial condition and results of operations will depend on how the COVID-19 pandemic and its impact continues to impact the United States and, to a lesser extent, the rest of the world, all of which remains highly uncertain and cannot be predicted at this time.

 

In light of these uncertainties, for purposes of the discussion below, except where otherwise indicated, the descriptions of our business, our strategies, our risk factors and any other forward-looking statements, including regarding us, our business and the market generally, do not reflect the potential impact of the COVID-19 pandemic or our responses thereto.

 

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.

 

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.

 

 

 

 16 

 

 

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 (the Maison Luxe 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 (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 business known as “Maison Luxe”, the Maison Luxe Business, 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 the Maison Luxe Business 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. For the period from its inception (January 3, 2020) through March 31, 2020, the Maison Luxe Business derived $1,390,725 (unaudited) in revenues and earned a net profit of $65,268 (unaudited). There is no assurance that the Maison Luxe Business will continue to derive revenues or earn profits at such level in the future.

 

The Maison Luxe Business currently exploits three primary sales channels through which it sells its luxury retail items: (1) private client direct sales; (2) sales to wholesalers; and (3) sales to retail stores. Future sales efforts will remain reliant upon such sales channels, with an expanding presence in available social media sales channels and a more robust e-commerce sales channel through the Maison Luxe website.

 

Maison Luxe has been able to achieve relatively 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 through its website. It is expected that such e-commerce platform, in its fully functional format, 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. Maison Luxe is not sponsored by, associated with or affiliated with any of its advertised brands or their subsidiaries.

 

 

 

 17 

 

 

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.

 

 

 

 18 

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Effects of COVID-19

 

As of the date of this Offering Circular, there exist significant uncertainties regarding the current novel Coronavirus (COVID-19) pandemic, including the scope of health issues, the possible duration of the pandemic and the extent of local and worldwide social, political and economic disruption it may cause in the future.

 

To date, the COVID-19 pandemic has had a discernable short-term negative impact on the ability of our company to obtain capital needed to accelerate the development of our business.

 

With respect to our business operations, while our product sales have sustained since the initial impact of the COVID-19 pandemic, we believe the COVID-19 pandemic has had a discernable short-term negative impact on our product sales, inasmuch as we have been limited in face-to-face sales meetings with respect to our products. We are unable to predict when such limitations will ease.

 

Overall, our company is not of a size that has required us to implement “company-wide” policies in response to the COVID-19 pandemic. However, as the states continue to re-open, re-close, then re-open their economies, the scope and nature of the impacts of COVID-19 on our company will evolve day-by-day, week-by-week.

 

The COVID-19 pandemic can be expect to continue to result in regional and local quarantines, labor stoppages and shortages, changes in consumer purchasing patterns, mandatory or elective shut-downs of retail locations, disruptions to supply chains, including the inability of our suppliers to deliver materials on a timely basis, or at all, severe market volatility, liquidity disruptions and overall economic instability. It can be further expected that the COVID-19 pandemic will continue to have unpredictably adverse impacts on our business, financial condition and results of operations. This situation is changing rapidly and additional impacts may arise of which we are not currently aware.

 

We intend to continue to assess the evolving impact of the COVID-19 pandemic, not only on our company, but on the operations of our customers, consumers and supply chains, and intend to make adjustments accordingly. However, the extent to which the COVID-19 pandemic may impact our business, financial condition and results of operations will depend on how the COVID-19 pandemic and its impact continues to impact the United States and, to a lesser extent, the rest of the world, all of which remains highly uncertain and cannot be predicted at this time.

 

In light of these uncertainties, for purposes of the discussion below, except where otherwise indicated, the descriptions of our business, our strategies, our risk factors and any other forward-looking statements, including regarding us, our business and the market generally, do not reflect the potential impact of the COVID-19 pandemic or our responses thereto.

 

Basis of Presentation

 

In May 2020, we acquired the Maison Luxe Business, which business has become the sole business of our company. This section presents information and narrative descriptions thereof concerning (a) our company for the periods and as of the dates indicated, (b) Maison Luxe LLC for the period and as of the date indicated and, (c) where appropriate, pro forma financial information, which assumes our company’s acquisition of the Maison Luxe Business had occurred on certain prior dates, as indicated.

 

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.

 

 

 

 19 

 

 

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.

 

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.

 

Clikia Corp.

 

 

For the Years Ended March 31, 2020 (Fiscal 2020) and 2019 (Fiscal 2019). For Fiscal 2020, our company 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).

 

 

 

 20 

 

 

Maison Luxe LLC

 

 

For the Period From January 3, 2020 (Inception), to March 31, 2020 (ML Period). For the ML Period, Maison Luxe LLC earned a gross profit of $69,010 (unaudited) and incurred a total of $3,742 (unaudited) in operating expenses, for a net profit of $65,268 (unaudited).

 

As a relatively new business in the luxury retail industry, the Maison Luxe Business has, since its inception, been somewhat negatively affected by the COVID-19 pandemic. Nevertheless, it was able to earn a profit during the ML Period and management believes it will continue to operate at a modest profit during the remainder of 2020. No prediction as to the amount of profit can be made, nor is there any assurance that any such profit will be earned.

 

Management believes that any funds obtained from this offering will permit it to expand the inventory of the Maison Luxe Business, thereby increasing product sales opportunities. There is no assurance that such will be the case.

 

Year Ended March 31, 2020, Pro Forma

 

 

 

During Fiscal 2019, our company and Maison Luxe LLC, on a combined basis, generated $1,390,725 (unaudited), but incurred a net loss of $179,266 (unaudited), due to our company’s net loss of $244,534 (unaudited) exceeding Maison Luxe LLC’s net profit of $65,268 (unaudited) during Fiscal 2019.

 

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 the Maison Luxe Business 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 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. For the period from its inception (January 3, 2020) through March 31, 2020, the Maison Luxe Business derived $1,390,725 (unaudited) in revenues and earned a net profit of $65,268 (unaudited). There is no assurance that the Maison Luxe Business will continue to derive revenues or earn profits at such level in the future.

 

The Maison Luxe Business currently exploits three primary sales channels through which it sells its luxury retail items: (1) private client direct sales; (2) sales to wholesalers; and (3) sales to retail stores. Future sales efforts will remain reliant upon such sales channels, with an expanding presence in available social media sales channels and a more robust e-commerce sales channel through the Maison Luxe website.

 

Maison Luxe has been able to achieve relatively 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 through its website. It is expected that such e-commerce platform, in its fully functional format, will be ready to launch during the third quarter of 2020.

 

 

 

 21 

 

 

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

 

Clikia Corp.

 

 

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 possess adequate capital with which to expand the Maison Luxe Business at a moderate pace. With additional capital, including through this offering, if any, our management expects that we will be able to increase our rate of growth, quarter over quarter. There is not assurance that we will be able to obtain additional capital.

 

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. Subsequent to March 31, 2020, our company has obtained a total of $305,000 in loans from a third party. In consideration of such loans, we issued a $115,000 face amount convertible promissory note (interest at 5% per annum, with principal and interest due in May 2021), a $40,000 face amount convertible promissory note (interest at 5% per annum, with principal and interest due in July 2021)and a $150,000 face (interest at 10% per annum, with principal and interest due in July 2021). Each such convertible promissory note may be converted into shares of our common stock at a conversion price equal to 75% of the lowest trading price during the twenty trading days immediately preceding the date of conversion, up to 9.99% of outstanding number of shares on date of conversion.

 

Maison Luxe LLC

 

 

At March 31, 2020, Maison Luxe LLC had cash of $1,643 and working capital of $65,268.

 

At March 31, 2020, Pro Forma

 

 

On a combined basis (our company and Maison Luxe LLC), we had $1,643 in cash and a working capital deficit of $431,772.

 

Contractual Obligations

 

To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments.

 

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.

 

 

 

 22 

 

 

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   26   Chief Executive Officer, Secretary/Treasurer 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 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.

 

 

 

 23 

 

 

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.

 

The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.

 

Name and Principal Position

 

Fiscal

Year

Ended

3/31

 

Salary

($)

 

Bonus

($)

 

Stock

Awards

($)

 

Option

Awards

($)

 

 

Non-Equity Incentive Plan Com-

pensation

($)

 

Non-qualified

Deferred

Compen-
sation

Earnings

($)

 

All Other Compen-

sation

($)

 

 

Total

($)

                                 
Dean E. Sukowatey       2020     120,000(1)             120,000(1)
Former CEO       2019                
        2018                
                                     
David Lofiln       2020                
Former CEO       2019     304,000(2)             304,000(2)
        2018                
                                     
Anil Idnani*       2020                
CEO       2019                
        2018                

 

* Mr. Idnani did not become an officer and director of our company until May 2020.
(1) In May 2019, in addition to cash bonuses, we issued $40,000 shares (adjusted for 1-for-25,000 reverse split) of our common stock to Mr. Sukowatey as a retention bonus, which shares were valued by our Board of Directors at $100,000.
(2) During Fiscal 2019, in addition to cash bonuses, we issued a total of 4,860 shares (adjusted for 1-for-25,000 reverse split) of our common stock to Mr. Loflin as bonuses, as follows: (a) August 2018, 60 shares (adjusted for 1-for-25,000 reverse split) valued by our Board of Directors at $60,000; and (b) January 2019, 4,800 shares (adjusted for 1-for-25,000 reverse split) valued by our Board of Directors at $144,000.

 

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, except as set forth in the compensation table set forth above.

 

Long-Term Incentive Plans

 

We currently have no long-term incentive plans.

 

Director Compensation

 

Our directors receive no compensation for their serving as directors.

 

 

 

 24 

 

 

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.

 

  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
Officers and directors, as a group (1 person)
  3,045,699
3,045,699
   80.55%
80.55%
   3,045,699
3,045,699
   31.17%
31.17%
 
                 
5% Owners                
GPL Ventures LLC(3)
Continuation Capital, Inc.(5)
  312,471(4)
312,471(6)
    8.26%
8.26%
    807,471(4)
807,471(6)
    8.26%
8.26%
 
                 
Series A Super Voting Preferred Stock (7)                    
Anil Idnani   2,000,000    100%    2,000,000    100% 

 

(1) Based on 3,781,215 shares outstanding, including 624,942 unissued shares that underlie the currently convertible portions of convertible debt instruments, before this offering.
(2) Based on 9,771,215 shares outstanding, including 1,614,942 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).

 

 

 

 25 

 

 

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.

 

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.

 

 

 

 26 

 

 

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 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.

 

 

 

 

 

 

 

 

 

 27 

 

 

INDEX TO FINANCIAL STATEMENTS

 

 

CLIKIA CORP.

 

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-2
  Consolidated Statements of Operations For the Years Ended March 31, 2020 and 2019 (unaudited) F-3
  Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Years Ended March 31, 2020 and 2019 (unaudited) F-4
  Consolidated Statements of Cash Flows For the Years Ended March 31, 2020 and 2019 (unaudited) F-5
  Notes to Consolidated Financial Statements F-6

 

MAISON LUXE LLC

 

Unaudited Financial Statements for the Period From January 3, 2020 (Inception), to March 31, 2020

 

    Page
  Balance Sheet at March 31, 2020 (unaudited) F-12
  Statement of Operations For the Period From January 3, 2020 (Inception), to March 31, 2020 (unaudited) F-13
  Statement of Changes in Stockholders’ Equity (Deficit) For the Period From January 3, 2020 (Inception), to March 31, 2020 (unaudited) F-14
  Statement of Cash Flows For the Period From January 3, 2020 (Inception), to March 31, 2020 (unaudited) F-15
  Notes to Unaudited Financial Statements F-16

 

 

CLIKIA CORP.

 

Unaudited Pro Forma Financial Statements

 

    Page
  Unaudited Pro Forma Balance Sheet F-19
  Unaudited Statement of Operations F-20
  Notes to Unaudited Pro Forma Financial Statements F-21

 

 

 

 

 F-1 

 

 

 

CLIKIA CORP.

 

CONSOLIDATED BALANCE SHEETS

March 31, 2020 and 2019

 

 

  3/31/20

(unaudited)

   3/31/19
(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 
Investment 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  $225,622   $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 2,0000,000 shares issued and outstanding at March 31, 2020 and 2019, respectively   20    20 
Common stock, $.00001 par value; 500,000,000 shares authorized, 156,273 and 51,135 shares issued and outstanding at March 31, 2020 and 2019, respectively   39,053    12,978 
Additional paid-in capital   1,735,454    1,583,374 
Accumulated deficit   (2,271,567)   (2,027,033)
Total stockholders’ deficit  $(497,040)  $(430,850)
Total liabilities and stockholders’ deficit  $225,622   $298,156 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 F-2 

 

 

CLIKIA CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended March 31, 2020 and 2019

 

  Year Ended March 31, 

 

 

2020

(unaudited)

  

2019

(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   (172,000)   (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-3 

 

   

 

CLIKIA CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Years Ended March 31, 2020 and 2019

(unaudited)

 

  Preferred Stock   Common Stock             

  Shares   Amount     Shares   Amount   Additional
Paid-in
capital
   Accumulated
Deficit
   Total
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           4,880    1,220    222,780        224,000 
Shares issued for purchase of assets           800    200    199,800        200,000 
Shares issued for cash           594    148    185,652        185,800 
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, 2020   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 financial statements.

 

 

 

 F-4 

 

 

CLIKIA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended March 31, 2020 and 2019

 

  Year Ended March 31, 

 

 

2020

(unaudited)

   2019
(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 from 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 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-5 

 

 

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.

 

 

 

 F-6 

 

 

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.

 

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.

 

 

 

 F-7 

 

 

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.

 

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 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.

 

 

 

 F-8 

 

 

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.

 

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.

 

 

 

 F-9 

 

 

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.

 

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.

 

 

 

 F-10 

 

 

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 by issuing 3,000,000 of the Company’s common stock. In determining the number of shares to issue in the transaction, the Board of Directors did not employ any traditional valuation calculation, such as book value or net earnings. Such acquisition transaction was accounted for as a “reverse merger.” 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-11 

 

 

MAISON LUXE LLC

BALANCE SHEET

March 31, 2020

 

 

  3/31/20
(unaudited)
 
ASSETS    
Current assets     
Cash and cash equivalents  $1,643 
Accounts receivable   198,050 
Due from shareholder   6,600 
Inventory   117,156 
Total current assets   323,449 
Total assets  $323,449 
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities     
Accounts payable  $102,266 
Accrued interest   789 
Notes payable, net of OID   155,126 
Total current liabilities   258,181 
Members’ equity     
Accumulated earnings   65,268 
Total members’ equity   65,268 
Total liabilities and members’ equity  $323,449 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 F-12 

 

 

MAISON LUXE LLC

STATEMENT OF OPERATIONS

For the Period January 3, 2020 (Inception)

Through March 31, 2020 (unaudited)

 

 

Revenue    
Merchandise sales  $1,390,725 
Total revenue   1,390,725 
Cost of goods sold     
Product costs   1,320,961 
Merchant account fees   754 
Total cost of goods sold   1,321,715 
Gross profit   69,010 
Expenses     
Bank service charges   1,297 
Interest expense   2,415 
Office supplies   30 
Total expenses   3,742 
Net income  $65,268 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 F-13 

 

 

MAISON LUXE LLC

STATEMENT OF MEMBERS’ EQUITY

For the Period January 3, 2020 (Inception) Through March 31, 2020

(unaudited)

 

Members’ equity, beginning of year  $ 
Net income, March 31, 2020   65,268 
Members’ equity, March 31, 2020  $65,268 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 F-14 

 

 

MAISON LUXE LLC

STATEMENT OF CASH FLOWS

For the Period January 3, 2020 (Inception) Through March 31, 2020

(unaudited)

 

 

Cash Flows from Operating Activities     
Net income  $65,268 
Adjustment to reconcile net loss to cash     
Changes in operating assets and liabilities     
Accounts receivable   (198,050)
Inventory   (117,156)
Accounts payable   102,266 
Accrued interest   789 
Net cash used by operating activities   (146,883)
Cash Flows from Financing Activities     
Due from shareholder   (6,600)
Issuance of notes payable, net of OID   155,126 
Net cash provided by financing activities   148,526 
(Decrease) increase in cash   1,643 
Cash, beginning of year    
Cash, end of year  $1,643 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 F-15 

 

 

MAISON LUXE LLC

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

For the Period January 3, 2020 (Inception) Through March 31, 2020

 

 

Note 1 - Organization and Description of Business

 

Maison Luxe, LLC. (the Company), was incorporated under the laws of the State of Delaware on January 3, 2020. The Company sells high end watches, jewelry, and other luxury items.

 

The Company has elected December 31 as its year end.

 

Note 2 - Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. Consolidated cash and cash equivalents for the period January 3, 2020 (inception) through March 31, 2020 was $1,643.

 

Income Taxes

 

The Company accounts for income taxes under ASC 740 "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

Fair Value of Financial Instruments

 

The Company's balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

The Company follows FASB Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

 

 

 F-16 

 

 

Level 1 -    Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 -    Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 -    Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.

 

Related Parties

 

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions

Recently Issued Accounting Pronouncements

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ ("ASC") is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

 

We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

Note 3 - Accounts Receivable

 

For the period January 3, 2020 (Inception) through March 31 2020 the company had accounts receivable of $198,050. The accounts receivable balance is comprised of mainly one customer. The Company regularly reviews allowances for doubtful accounts to ensure their adequacy by considering internal factors such as historical experience, credit quality, age of the receivable balances as well as external factors such as economic conditions that may affect a customer's ability to pay. We also consider the concentration of receivables outstanding with a particular customer in assessing the adequacy of our allowances. For the period January 3, 2020 (Inception) through March 31 2020 the company had $- allowances for doubtful accounts.

 

Note 4 - Inventory

 

For the period January 3, 2020 (Inception) through March 31, 2020 the company had inventory of $117,156. Inventory is valued at the lower of cost or market.

 

Note 5 - Accounts payable

 

For the period January 3, 2020 (Inception) through March 31 2020 the company had accounts payable of $102,266. $67,432 of the balance is owed to the sole member of Maison Luxe LLC.

 

 

 

 F-17 

 

 

Note 6 - Notes payable

 

For the period January 3, 2020 (Inception) through March 31 2020 the company entered into Notes payable with GPL Ventures LLC.

 

  Issued Date   Maturity Date   Principal   Interest Rate   Accrued Interest  
 

January 13, 2020

 

February 28, 2020

 

$25,000

 

8%

 

$427

 
  February 5, 2020   April 20, 2020   $30,000   8%   $362  
  February 13, 2020   March 13, 2020   $101,000   OID   $126  

 

Note 7 - Subsequent events

 

In May 2020, Clikia Corp., a publicly-traded company (trading symbol: CLKA), acquired substantially all of the assets of the Company (the "Maison Luxe Business") in exchange for 3,000,000 shares of Clikia Corp. common stock.

 

 

 

 

 F-18 

 

 

CLIKIA CORP.

 

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

 

 

The following unaudited pro forma financial statements are based on the historical unaudited financial statements of Clikia Corp. (“CLKA”) and Maison Luxe LLC (“ML”) after giving effect to CLKA's acquisition of ML (the “Acquisition”) and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma financial statements. The effective date of the Acquisition was May 8, 2020.

 

Unaudited Pro Forma Balance Sheet

 

The following unaudited pro forma balance sheet has been derived from the balance sheet of CLKA at March 31, 2020 (unaudited), and adjusts such information to give effect to the acquisition of ML, as if the acquisition had occurred at March 31, 2020. The unaudited pro forma balance sheet is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at March 31, 2020. The unaudited pro forma balance sheet should be read in conjunction with the notes thereto and ML's financial statements and related notes thereto contained elsewhere herein.

 

 

 

 

 

CLKA

  

ML

   Pro Form

Adjustments

   Pro Forma 
Cash and cash equivalents  $   $1,643   $   $1,643 
Prepaid expenses and other current assets   622            622 
Notes receivable   225,000            225,000 
Accounts receivable       198,050        198,050 
Due from shareholder       6,600        6,600 
Inventory       117,156        117,156 
Total current assets   225,622    323,449        549,071 
Total assets  $225,622   $323,449   $   $549,071 
Liabilities   722,662    258,181        980,843 
Stockholders’ Equity (Deficit)                    
Preferred stock   20            20 
Common stock   39,053            39,053 
Additional paid-in capital   1,735,454            1735,454 
Accumulated earnings (deficit)   (2,271,567)   65,268        (2,206,299)
Total stockholders’ equity (deficit)   (497,040)   65,268        (431,772)
Total liabilities and stockholders’ equity (deficit)  $225,622   $323,449   $   $549,071 

 

See accompanying notes to unaudited pro forma financial statements.

 

 

 

 F-19 

 

 

Unaudited Pro Forma Statement of Operations

 

Year Ended March 31, 2020

 

The following pro forma statement of operations has been derived from the statement of operation of CLKA at March 31, 2020, and adjusts such information to give effect to the acquisition of ML, as if the acquisition had occurred at April 1, 2019. The pro forma statement of operations is presented for informational purposes only and does not purport to be indicative of the results of operations that would have resulted if the acquisition had been consummated at April 1, 2019. The pro forma statement of operations should be read in conjunction with ML's financial statements and related notes thereto contained elsewhere in this filing.

 

 

 

 

 

CLKA

  

ML

   Pro Form

Adjustments

   Pro Forma 
Revenue  $   $1,390,725   $   $1,390,725 
Costs of goods sold       1,321,715        1,321,715 
Gross profit       69,010        69,010 
Operating expenses   172,500    3,742    176,242      
Operating profit (loss)   (172,500)   65,268    (107,232)     
Other income (expense)   (72,534)       (72,534)     
Net income (loss)  $(244,534)  $65,268   $   $(179,266)
Net loss per share                    
Basic and Diluted  $(1.63)  $0.00   $1.57   $(0.06)
Weighted average shares outstanding                    
Basic and Diluted   149,962        3,000,000    3,149,962 

 

See accompanying notes to unaudited pro forma financial statements.

 

 

 

 F-20 

 

 

Notes to Unaudited Pro Forma Financial Statements

 

Note 1. Basis of Unaudited Pro Forma Presentation

 

The unaudited pro forma balance sheet as of March 31, 2020, and the unaudited pro forma statements of operations for the year ended March 31, 2020, are based on the historical financial statements of CLKA and ML after giving effect to CLKA's acquisition of substantially all of the assets of ML (the "Acquisition") and the assumptions and adjustments described in the notes herein. No pro forma adjustments were required to conform CLKA's accounting policies to ML's accounting policies.

 

The unaudited pro forma balance sheet as of March 31, 2020, is presented as if the Acquisition had occurred on March 31, 2020. The unaudited pro forma statement of operations of CLKA and ML for the year ended March 31, 2020, is presented as if the Acquisition had taken place on April 1, 2019.

 

The unaudited pro forma financial statements are not intended to represent or be indicative of the results of operations or financial position of CLKA that would have been reported had the Acquisition been completed as of the dates presented, and should not be taken as representative of the future results of operations or financial position of CLKA.

 

Note 2. ML Acquisition

 

Effective May 8, 2020, CLKA entered into an Agreement and Plan of Reorganization with ML (the "Reorganization Agreement"), pursuant to which CLKA acquired substantially all of the assets of ML, a company that is engaged in the sale of high end watches, jewelry, and other luxury items. CLKA has adopted the business plan of ML as its overall corporate business plan. Pursuant to the Reorganization Agreement, CLKA issued 3,000,000 shares of common stock to ML, all of which shares are considered "restricted securities."

 

Acquisition-related expenses, including legal and accounting fees and other external costs directly related to the acquisition, were expensed as incurred.

 

Note 3. Pro Forma Adjustments

 

With respect to the unaudited pro forma balance sheet, no pro forma adjustments were made.

 

With respect to the unaudited pro forma balance sheet, no pro forma adjustments are included. With respect to the unaudited pro forma statement of income, pro forma adjustments were made only to net income (loss) per common share and weighted average shares outstanding, which adjustments were made to reflect the issuances of 3,000,000 shares in connection with the Reorganization Agreement.

 

 

 

 

 F-21 

 

 

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.

 

 

 

 III-22 

 

 

   
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
   
6.10+ Promissory Note issued by Maison Luxe LLC to GPL Ventures LLC, face amount $25,000
   
6.11+ Promissory Note issued by Maison Luxe LLC to GPL Ventures LLC, face amount $30,000
   
6.12+ Promissory Note issued by Maison Luxe LLC to GPL Ventures LLC, face amount $101,000
   
6.13+ Promissory Note issued by Maison Luxe LLC to GPL Ventures LLC, face amount $20,500
   
6.14+ Convertible Promissory Note issued to GPL Ventures LLC, face amount $115,000
   
6.15+ Convertible Promissory Note issued to GPL Ventures LLC, face amount $$40,000
   
6.16+ Convertible Promissory Note issued to GPL Ventures LLC, face amount $150,000
   
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
   
13.1+ Testing the Waters Materials

___________________________

+ Filed herewith.

$ Previously filed, SEC File No. 024-11230

# 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 August 13, 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.
 
 

By: /s/ ANIL IDNANI

       Anil Idnani

       Chief Executive Officer, Acting Chief Financial Officer,
       Principal Accounting Officer, Secretary and Director

August 13, 2020

 

 

 

 III-2 

 

 

Exhibit 4.1

 

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 _________________________
  _________________________

 

 

 

 1 

 

 

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.

 

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

 

 

 

 2 

 

 

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.

 

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.

 

 

 

 3 

 

 

(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.

 

(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.

 

 

 

 4 

 

 

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.

 

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.

 

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)

 

 

 

 5 

 

 

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)

 

 

 

 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: _________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 7 

 

Exhibit 6.10

 

PROMISSORY NOTE

(this "Note")

 

Borrower: Maison Luxe LLC of 1 Bridge Plaza North, 2nd Floor, Fort Lee, NJ 07024 (the "Borrower")
   
Lender: GPL Ventures LLC of One Penn Plaza, 6196, New York, NY 10119 (the "Lender")

 

Principal Amount: $25,000.00 USD

 

1.       FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of $25,000.00 USD, with interest payable on the unpaid principal at the rate of 8.00 percent per annum, calculated monthly not in advance, beginning on February 13, 2020.

 

2.       This Note will be repaid in full on February 28, 2020.

 

3.       All costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Lender in enforcing this Note as a result of any default by the Borrower, will be added to the principal then outstanding and will immediately be paid by the Borrower. In the case of the Borrower's default and the acceleration of the amount due by the Lender all amounts outstanding under this Note will bear interest at the rate of 15.00 percent per annum from the date of demand until paid.

 

4.       If any term, covenant, condition or provision of this Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Note will in no way be affected, impaired or invalidated as a result.

 

5.       This Note will be construed in accordance with and governed by the laws of the State of New York.

 

6.       This Note will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Borrower and the Lender. The Borrower waives presentment for payment, notice of non-payment, protest and notice of protest.

 

IN WITNESS WHEREOF the parties have duly affixed their signatures under seal on this 13th day of January, 2020.

 

MAISON LUXE LLC

Per: /s/ ANIL IDNANI

Anil Idnani

 

GPL VENTURES LLC

Per: /s/ ALEXANDER DILLON

Alexander Dillon

 

   

 

Exhibit 6.11

 

PROMISSORY NOTE

(this "Note")

 

Borrower: Maison Luxe LLC of 1 Bridge Plaza North, 2nd Floor, Fort Lee, NJ 07024 (the "Borrower")
   
Lender: GPL Ventures LLC of One Penn Plaza, 6196, New York, NY 10119 (the "Lender")

 

Principal Amount: $30,000.00 USD

 

1.       FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of $30,000.00 USD, with interest payable on the unpaid principal at the rate of 8.00 percent per annum, calculated monthly not in advance, beginning on March 5, 2020.

 

2.       This Note will be repaid in full on April 20, 2020.

 

3.       All costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Lender in enforcing this Note as a result of any default by the Borrower, will be added to the principal then outstanding and will immediately be paid by the Borrower. In the case of the Borrower's default and the acceleration of the amount due by the Lender all amounts outstanding under this Note will bear interest at the rate of 15.00 percent per annum from the date of demand until paid.

 

4.       If any term, covenant, condition or provision of this Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Note will in no way be affected, impaired or invalidated as a result.

 

5.       This Note will be construed in accordance with and governed by the laws of the State of New York.

 

6.       This Note will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Borrower and the Lender. The Borrower waives presentment for payment, notice of non-payment, protest and notice of protest.

 

IN WITNESS WHEREOF the parties have duly affixed their signatures under seal on this 5th day of February, 2020.

 

MAISON LUXE LLC

Per: /s/ ANIL IDNANI

Anil Idnani

 

GPL VENTURES LLC

Per: /s/ ALEXANDER DILLON

Alexander Dillon

 

 

 

   

 

Exhibit 6.12

 

PROMISSORY NOTE

(this "Note")

 

Borrower: Maison Luxe LLC of 1 Bridge Plaza North, 2nd Floor, Fort Lee, NJ 07024 (the "Borrower")
   
Lender: GPL Ventures LLC of One Penn Plaza, 6196, New York, NY 10119 (the "Lender")

 

Principal Amount: $101,000.00 USD
Purchase Price: $100,000.00 USD

 

1.       The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of $101,000.00 USD.

 

2.       This Note will be repaid in full on March 13, 2020.

 

3.       All costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Lender in enforcing this Note as a result of any default by the Borrower, will be added to the principal then outstanding and will immediately be paid by the Borrower. In the case of the Borrower's default and the acceleration of the amount due by the Lender all amounts outstanding under this Note will bear interest at the rate of 15.00 percent per annum from the date of demand until paid.

 

4.       If any term, covenant, condition or provision of this Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Note will in no way be affected, impaired or invalidated as a result.

 

5.       This Note will be construed in accordance with and governed by the laws of the State of New York.

 

6.       This Note will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Borrower and the Lender. The Borrower waives presentment for payment, notice of non-payment, protest and notice of protest.

 

IN WITNESS WHEREOF the parties have duly affixed their signatures under seal on this 14th day of February, 2020.

 

MAISON LUXE LLC

Per: /s/ ANIL IDNANI

Anil Idnani

 

GPL VENTURES LLC

Per: /s/ ALEXANDER DILLON

Alexander Dillon

 

 

  

 

Exhibit 6.13

 

PROMISSORY NOTE

(this "Note")

 

Borrower: Maison Luxe LLC of 1 Bridge Plaza North, 2nd Floor, Fort Lee, NJ 07024 (the "Borrower")
   
Lender: GPL Ventures LLC of One Penn Plaza, 6196, New York, NY 10119 (the "Lender")

 

Principal Amount: $20,500.00 USD
Purchase Price: $20,000.00 USD

 

1.       The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of $20,500.00 USD.

 

2.       This Note will be repaid in full on March 13, 2020.

 

3.       All costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Lender in enforcing this Note as a result of any default by the Borrower, will be added to the principal then outstanding and will immediately be paid by the Borrower. In the case of the Borrower's default and the acceleration of the amount due by the Lender all amounts outstanding under this Note will bear interest at the rate of 15.00 percent per annum from the date of demand until paid.

 

4.       If any term, covenant, condition or provision of this Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Note will in no way be affected, impaired or invalidated as a result.

 

5.       This Note will be construed in accordance with and governed by the laws of the State of New York.

 

6.       This Note will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Borrower and the Lender. The Borrower waives presentment for payment, notice of non-payment, protest and notice of protest.

 

IN WITNESS WHEREOF the parties have duly affixed their signatures under seal on this 9th day of March, 2020.

 

MAISON LUXE LLC

Per: /s/ ANIL IDNANI

Anil Idnani

 

GPL VENTURES LLC

Per: /s/ ALEXANDER DILLON

Alexander Dillon

 

 

  

 

Exhibit 6.14

 

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.

 

 

 

 1 

 

 

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 as 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.

 

 

 

 2 

 

 

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.

 

 

 

 3 

 

 

(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.

 

 

 

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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

 

 

 

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(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.

 

 

 

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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 North, 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.        Low-Priced Security The Conversion Price Discount is subject to Low-Priced Security adjustments (the “Low-Priced Security Adjustment”) due to, but not limited to, the increased volatility, potential lack of liquidity, and increased transaction costs that arise if and when the Trading Price of the Maker’s common stock falls or is below certain levels, in addition to other Conditions. If the Trading Price at any point during the 20 Trading Days prior to Conversion is below $0.50, the Conversion Price shall equal Fifty Percent (50%) of the lowest Trading Price. The Low-Priced Security Adjustment is cumulative and in addition to any other adjustments or Conditions specified within this Note or available under applicable law.

 

 

 

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Section 5.8.        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 5.9.        Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section.

 

Section 5.10.        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.

/s/ ALEXANDER DILLON

By: Alexander Dillon

Its: Partner

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 6.15

 

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: $40,000.00 Issue Date: July 1, 2020 Maturity Date: July 1, 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 Forty Thousand Dollars ($40,000.00). 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 July 1, 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.

 

 

 

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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 as 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.

 

 

 

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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.

 

 

 

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(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.

 

 

 

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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

 

 

 

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(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.

 

 

 

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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 North, 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.        Low-Priced Security The Conversion Price Discount is subject to Low-Priced Security adjustments (the “Low-Priced Security Adjustment”) due to, but not limited to, the increased volatility, potential lack of liquidity, and increased transaction costs that arise if and when the Trading Price of the Maker’s common stock falls or is below certain levels, in addition to other Conditions. If the Trading Price at any point during the 20 Trading Days prior to Conversion is below $0.50, the Conversion Price shall equal Fifty Percent (50%) of the lowest Trading Price. The Low-Priced Security Adjustment is cumulative and in addition to any other adjustments or Conditions specified within this Note or available under applicable law.

 

 

 

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Section 5.8.        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 5.9.        Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section.

 

Section 5.10.        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.

/s/ ALEXANDER DILLON

By: Alexander Dillon

Its: Partner

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 6.16

 

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: $150,000.00 Issue Date: July 23, 2020 Maturity Date: July 23, 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 Fifty Thousand Dollars ($150,000.00). Maker’s obligation under this Note shall accrue interest at the rate of Ten percent (10.0%) 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 July 23, 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.

 

 

 

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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 as 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.

 

 

 

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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.

 

 

 

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(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.

 

 

 

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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

 

 

 

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(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.

 

 

 

 6 

 

 

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 North, 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.        Low-Priced Security The Conversion Price Discount is subject to Low-Priced Security adjustments (the “Low-Priced Security Adjustment”) due to, but not limited to, the increased volatility, potential lack of liquidity, and increased transaction costs that arise if and when the Trading Price of the Maker’s common stock falls or is below certain levels, in addition to other Conditions. If the Trading Price at any point during the 20 Trading Days prior to Conversion is below $0.50, the Conversion Price shall equal Fifty Percent (50%) of the lowest Trading Price. The Low-Priced Security Adjustment is cumulative and in addition to any other adjustments or Conditions specified within this Note or available under applicable law.

 

 

 

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Section 5.8.        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 5.9.        Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section.

 

Section 5.10.        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.

/s/ ALEXANDER DILLON

By: Alexander Dillon

Its: Partner

 

 

 

 

 

 

 

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Exhibit 12.1

 

 

August 11, 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 $_____[$0.75-$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 SecuritiesAct 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.

 

 

 

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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.

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 13.1

 

Maison Luxe

NY

  

About Us      Watches      Sell      Custom Inquiry      Investors

 

 

Maison Luxe LLC is a subsidiary of Clikia Corp., which is a publicly traded stock now trading Over the Counter on the OTC Exchange under the ticker “CLKA”.

 

 

About Clikia Corp.

 

Clikia Corp (OTCMKTS: CLKA) operates solely through its subsidiary, Maison Luxe LLC. Maison Luxe LLC was founded in January 2020 with the vision of becoming an industry leader in luxury retail goods. For fine goods connoisseurs, traditional supply chains are irrelevant or non-existent. Luxury purchases happen almost exclusively via established networks inaccessible through normal channels. The raison d'être of Maison Luxe is accessibility to the finest goods. The company was founded by CEO Anil Idnani, an entrepreneur with a multi-decade family history in the sourcing of fine luxury timepieces and jewelry.

 

Make It

 

 

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Information for Current and Prospective Investors

 

 

There is a natural imbalance between supply and demand for luxury goods, with demand outstripping supply because, in high-ticket items, demand is unpredictable, and production carries financial risk on a per-unit basis for producers and distributors. That is why many very high-priced items are effectively produced by appointment.

 

As a consequence, many luxury goods – particularly timepieces and jewelry – are also produced in a counterfeit “knock-off” market aimed toward defrauding consumers.

 

All of this makes it very difficult for the average consumer to locate and purchase fine goods with confidence. It also presents an opportunity in logistics.

 

Maison Luxe was predicated on capitalizing on that opportunity to the benefit of both its shareholders and consumers in search of difficult-to-procure fine goods with the means to afford them.

 

The Company sells to end-user clients directly, as well as to retail stores, particularly in duty-free zones in Alaska and the US Virgin Islands.

 

Maison Luxe has witnessed very rapid traction in the luxury goods marketplace since inception with plans to expand the geographic range it serves outside of the domestic US marketplace.

 

Maison Luxe currently deals 90% in watches and 10% in other jewelry.

 

The Company plans to raise further capital and expand its inventory to better serve clients and nurture relationships with repeat clientele.

 

Maison Luxe also plans to invest in more aggressive visibility, particularly through social media. The Company is particularly excited by the potential to develop influencer-based marketing through Instagram.

 

Management believes that the Company will be able to evolve toward stronger purchasing power to acquire goods in volume, lowering cost-of-goods-sold.

 

The Company plans to establish a broad footprint in Asia in the near future, which presents a large opportunity for significant expansion.

 

 

 

 

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Bringing luxury to New York since 2020

 

 

Maison Luxe sources its items exclusively from reputable vendors that share a long-time relationship with the company and its founder. Mr. Idnani chooses to stock solely those items that are in high demand and capable of appreciating in value. The company aims to provide a quality experience to its customers by always keeping inventory up to date and engaging in a well-curated post-sale process. Customers can reach out with any questions or concerns as well as requests for items that might not be presently in stock. Maison Luxe is a reseller of luxury items and an independent watch dealer. The company is not sponsored by, associated with, or affiliated with any of our advertised brands or their subsidiaries.

 

 

 

Click Here to Download the Most Recent Regulation A Preliminary Offering Circular of Clikia Corp. (CLKA)

 

 

 

 

 

 

 

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