37-1765151 IRS Employer Identification Number | 3990 Primary Standard Industrial Classification Code Number |
Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company X |
Securities to be Registered | Amount to be Registered | Offering Price Per Share (1) | Aggregate Offering Price | Registration Fee | |||
Common Stock: | 5,000,000 | 0.01 | $ | 50,000 | $ | 5.81 | $ |
TABLE OF CONTENTS
PROSPECTUS SUMMARY | 5 |
RISK FACTORS | 8 |
FORWARD-LOOKING STATEMENTS | 15 |
USE OF PROCEEDS | 16 |
DETERMINATION OF OFFERING PRICE | 16 |
DILUTION | 17 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS | 18 |
DESCRIPTION OF BUSINESS | 24 |
LEGAL PROCEEDINGS | 28 |
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS | 28 |
EXECUTIVE COMPENSATION | 30 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 31 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
PLAN OF DISTRIBUTION | 32 |
DESCRIPTION OF SECURITIES | 35 |
INDEMNIFICATION | 36 |
INTERESTS OF NAMED EXPERTS AND COUNSEL | 36 |
EXPERTS | 36 |
AVAILABLE INFORMATION | 37 |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 37 |
INDEX TO THE FINANCIAL STATEMENTS | 39 |
The Issuer: | MAKKANOTTI GROUP CORP. |
Securities Being Offered: | $0.01 |
Duration of the Offering: | The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 5,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 5,000,000 shares registered under the Registration Statement of which this Prospectus is part. |
Gross Proceeds from selling 100% of shares: Gross Proceeds from selling 75% of shares: Gross Proceeds from selling 50% of shares: Gross Proceeds from selling 25% of shares: Gross Proceeds from selling 10% of shares: | $50,000 $37,500 $25,000 $12,500 $5,000 |
Securities Issued and Outstanding: | There are 5,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Anna Ioannou. If we are successful at selling all the shares in this offering, we will have 10,000,000 shares issued and outstanding. |
Subscriptions: | All subscriptions once accepted by us are irrevocable. |
Registration Costs: | We estimate our total offering registration costs to be approximately $7,500. |
Risk Factors: | See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. |
March 31, 2015 ($) | |
Financial Summary | (Audited) |
Cash Prepaid expanses | 111 4,380 |
Total Assets | 4,491 |
Total Liabilities | 3,500 |
Total Stockholder's Equity | 991 |
Statement of Operations | Accumulated From May 15, 2014 (Inception) |
to March 31, 2015 ($) (Audited) | |
Total Expenses | 3,991 |
Net Loss for the Period | (3,991) |
Net Loss per Share | - |
We do not have any employment agreements or maintain key person life insurance policies on our officer and director. We do not anticipate entering into employment agreements with her or acquiring key man insurance in the foreseeable future.
- have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- provide an auditor attestation with respect to management's report on the effectiveness of our internal controls over financial reporting;
- comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's;
- report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
- submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive's compensation to median employee compensation.
The offering price and other terms and conditions relative to the Company's shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed on May 15, 2014 and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.
Gross proceeds | $ | 25,000 | $ | 37,500 | $ | 50,000 |
Offering expenses | $ | 7,500 | $ | 7,500 | $ | 7,500 |
Net proceeds | $ | 17,500 | $ | 30,000 | $ | 42,500 |
Paper food bag forming machine | $ | - | $ | 6,800 | $ | 12,900 |
Raw materials | $ | 2,760 | $ | 6,110 | $ | 7,000 |
Specialist's salary | $ | - | $ | 2,700 | $ | 5,400 |
Purchase of office equipment | $ | 500 | $ | 600 | $ | 900 |
Office rent | $ | 2,640 | $ | 2,640 | $ | 4,200 |
Website development | $ | 1,200 | $ | 1,200 | $ | 1,400 |
Marketing and advertising | $ | 1,600 | $ | 1,000 | $ | 1,300 |
SEC reporting and compliance | $ | 8,000 | $ | 8,000 | $ | 8,000 |
Miscellaneous expenses | $ | 800 | $ | 950 | $ | 1,400 |
Percent of Shares Sold from Maximum Offering Available | 50 % | 75 % | 100 % |
Offering price per share | 0.01 | 0.01 | 0.01 |
Post offering net tangible book value | 18,491 | 30,991 | 43,491 |
Post offering net tangible book value per share | 0.0025 | 0.0035 | 0.0043 |
Pre-offering net tangible book value per share | 0.0002 | 0.0002 | 0.0002 |
Increase (Decrease) in net tangible book value per share after offering | 0.0018 | 0.0007 | 0.0004 |
Dilution per share to new investors | 0.0028 | 0.0035 | 0.0043 |
Dilution % | 0.0075 | 0.0065 | 0.0057 |
Capital contribution by purchasers of shares | $ 25,000 | $ 37,500 | $ 50,000 |
Capital Contribution by existing stockholders | $ 5,000 | $ 5,000 | $ 5,000 |
Percentage capital contributions by purchasers of shares | 83.33% | 88.24% | 90.91% |
Percentage capital contributions by existing stockholders | 16.67% | 11.76% | 9.09% |
Gross offering proceeds | $ 25,000 | $ 37,500 | $ 50,000 |
Anticipated net offering proceeds | $ 17,500 | $ 30,000 | $ 42,500 |
Number of shares after offering held by public investors | 2,500,000 | 3,750,000 | 5,000,000 |
Total shares issued and outstanding | 7,500,000 | 8,750,000 | 10,000,000 |
Purchasers of shares percentage of ownership after offering | 33.33% | 42.86% | 50 % |
Existing stockholders percentage of ownership after offering | 66.67% | 57.14% | 50 % |
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- provide an auditor attestation with respect to management's report on the effectiveness of our internal controls over financial reporting;
- comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
- submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation.
PLAN OF OPERATION
Time Frame: 2nd -6th months.
Material costs: $6,800-$12,900.
Time Frame: 2nd -12th months.
Material costs: $1,200-$1,400.
Time Frame: 1st -12th months.
No material costs.
Time Frame: 2nd -12th months.
Material costs: $1,200-$1,400.
Description | If 50% sold | If 75% sold | If 100% sold | |||
Fee | Fee | Fee | ||||
Paper food bag forming machine | $ | - | $ | 6,800 | $ | 12,900 |
Raw materials | $ | 2,760 | $ | 6,110 | $ | 7,000 |
Specialist's salary | $ | - | $ | 2,700 | $ | 5,400 |
Purchase of office equipment | $ | 500 | $ | 600 | $ | 900 |
Office rent | $ | 2,640 | $ | 2,640 | $ | 4,200 |
Website development | $ | 1,200 | $ | 1,200 | $ | 1,400 |
Marketing and advertising | $ | 1,600 | $ | 1,000 | $ | 1,300 |
SEC reporting and compliance | $ | 8,000 | $ | 8,000 | $ | 8,000 |
Miscellaneous expenses | $ | 800 | $ | 950 | $ | 1,400 |
Total | $ | 17,500 | $ | 30,000 | $ | 42,500 |
Results of operations
Item: | Bag Forming Machine RUITAI KTPM-A |
Import: | Cyprus |
Export: | China |
Machine cost: | $4,250 |
Country of origin: | China |
Cost of delivery: | $750 |
Total cost: | $5,000 |
Raw materials | Free of charge |
DTA | --- |
VAT | $1,000 |
Total: unit, import, customs and taxes | $6,000 |
LEGAL PROCEEDINGS
Name and Address of Executive Officer and/or Director | Age | Position |
Anna Ioannou Larnakos Avenue, 73, ap. 402, Nicosia, Cyprus 1046 | 42 | President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
1. Any bankruptcy petition filed by or against any business of which Mrs. Ioannou was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mrs. Ioannou's involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;
8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Name and Principal Position | Period | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) |
Anna Ioannou, President and Treasurer | May 15, 2014 to March 31, 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Anna Ioannou | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Title of Class | Name and Address of Beneficial Owner (1) | Amount and Nature of Beneficial Ownership | Percentage |
Common Stock | Anna Ioannou, Larnakos Avenue, 73, ap. 402, Nicosia, Cyprus 1046 | 5,000,000 shares of common stock (direct) | 100% |
- execute and deliver a subscription agreement;
- and deliver a check or certified funds to us for acceptance or rejection.
Report of Independent Registered Public Accounting Firm | F-1 |
Financial Statements | |
Balance Sheet as of March 31, 2015 | F-2 |
Statement of Operations for the period from May 15, 2014 (inception) to March 31, 2015 | F-3 |
Statement of Stockholder's Equity for the period from May 15, 2014 (inception) to March 31, 2015 | F-4 |
Statement of Cash Flows for the period from May 15, 2014 (inception) to March 31, 2015 | F-5 |
Notes to the Audited Financial Statements | F-6- F-8 |
Certified Public Accountants
Hackensack, New Jersey 07601
Fax: (201) 342-7598
Makkanotti Group Corp.
May 7, 2015
ASSETS | |||||
CURRENT ASSETS | |||||
Cash | $ 111 | ||||
Prepaid expenses | $ 4 380 | ||||
Total current assets | 4 491 | ||||
TOTAL ASSETS | $ 4 491 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
CURRENT LIABILITIES | |||||
Accrued expenses | $ 3 500 | ||||
Total current liabilities | 3 500 | ||||
TOTAL LIABILITIES | 3 500 | ||||
STOCKHOLDERS' EQUITY | |||||
Common stock, $0.001 par value, 75,000,000 shares authorized, | |||||
5,000,000 shares issued and outstanding | 5 000 | ||||
Stock subscription receivable | (18) | ||||
Retained earnings | (3 991) | ||||
Total stockholders' equity | 991 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 4 491 | ||||
The accompanying notes are an integral part of these financial statements. |
REVENUE | $ - | |||
OPERATING EXPENSES | ||||
General and administrative | 3 991 | |||
Total operating expenses | 3 991 | |||
Net loss before income taxes | (3 991) | |||
Income tax provision | - | |||
NET LOSS | $ (3 991) | |||
Weighted average number of shares outstanding - basic and diluted | 234 375 | |||
Earnings per share - basic and diluted | $ (0,02) | |||
The accompanying notes are an integral part of these d financial statements. |
Level 1 - quoted prices in active markets for identical assets or liabilities
Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Income tax expense at statutory rate | $ | (1,350) |
Change in valuation allowance | 1,350 | |
Income tax expense per books | $ | - |
Net Operating Loss | $ | 1,350 |
Valuation allowance | (1,350) | |
Net deferred tax asset | $ | - |
Auditors Fees and Expenses | $ | 3,200 |
Legal Fees and Expenses | $ | 2,500 |
Transfer Agent Fees | $ | 1,000 |
EDGAR Agent Fees | $ | 800 |
TOTAL | $ | 7,500 |
Name and Address | Date | Shares | Consideration | |
Anna Ioannou | March 19, 2015 | 5,000,000 | $ | 5,000 |
Exhibit Number | Description of Exhibit | |
3.1 | Articles of Incorporation of the Registrant | |
3.2 | Bylaws of the Registrant | |
5.1 | Opinion PAESANO AKKASHIAN, PC | |
10.1 | Loan Agreement, dated May 19, 2014 | |
10.2 | Lease Agreement, dated February 2, 2015 | |
10.3 | Agreement for sale of goods, dated February 17, 2015 | |
23.1 | Consent of Paritz & Company, P.A. |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Nicosia, Cyprus on June 4, 2015.
MAKKANOTTI GROUP CORP. | ||||
By: | /s/ | Anna Ioannou | ||
Name: | Anna Ioannou | |||
Title: | President, Treasurer , Secretary and Director | |||
(Principal Executive, Financial and Accounting Officer) |
Signature | Title | Date | ||
/s/Anna Ioannou | President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) | June 4, 2015 | ||
Anna Ioannou |