Issuer CIK | 0001486452 |
Issuer CCC | XXXXXXXX |
DOS File Number | |
Offering File Number | |
Is this a LIVE or TEST Filing? | ☒ LIVE ☐ TEST |
Would you like a Return Copy? | ☐ |
Notify via Filing Website only? | ☐ |
Since Last Filing? | ☐ |
Name | |
Phone | |
E-Mail Address |
Exact name of issuer as specified in the issuer's charter | Clikia Corp. |
Jurisdiction of Incorporation / Organization |
NEVADA
|
Year of Incorporation | 2002 |
CIK | 0001486452 |
Primary Standard Industrial Classification Code | CABLE & OTHER PAY TELEVISION SERVICES |
I.R.S. Employer Identification Number | 43-1965656 |
Total number of full-time employees | 0 |
Total number of part-time employees | 2 |
Address 1 | 7117 FLORIDA BOULEVARD |
Address 2 | SUITE 203 |
City | BATON ROUGE |
State/Country |
LOUISIANA
|
Mailing Zip/ Postal Code | 70806 |
Phone | 800-584-3808 |
Name | Eric Newlan |
Address 1 | |
Address 2 | |
City | |
State/Country | |
Mailing Zip/ Postal Code | |
Phone |
Industry Group (select one) | ☐ Banking ☐ Insurance ☒ Other |
Cash and Cash Equivalents |
$
7667.00 |
Investment Securities |
$
0.00 |
Total Investments |
$
|
Accounts and Notes Receivable |
$
225000.00 |
Loans |
$
|
Property, Plant and Equipment (PP&E): |
$
72534.00 |
Property and Equipment |
$
|
Total Assets |
$
460799.00 |
Accounts Payable and Accrued Liabilities |
$
913365.00 |
Policy Liabilities and Accruals |
$
|
Deposits |
$
|
Long Term Debt |
$
0.00 |
Total Liabilities |
$
913365.00 |
Total Stockholders' Equity |
$
-452566.00 |
Total Liabilities and Equity |
$
460799.00 |
Total Revenues |
$
1994.00 |
Total Interest Income |
$
|
Costs and Expenses Applicable to Revenues |
$
351897.00 |
Total Interest Expenses |
$
|
Depreciation and Amortization |
$
0.00 |
Net Income |
$
-349903.00 |
Earnings Per Share - Basic |
$
-0.11 |
Earnings Per Share - Diluted |
$
-0.11 |
Name of Auditor (if any) | N/A |
Name of Class (if any) Common Equity | COMMON |
Common Equity Units Outstanding | 383528049 |
Common Equity CUSIP (if any): | 18717D206 |
Common Equity Units Name of Trading Center or Quotation Medium (if any) | OTC Markets (OTC Pink) |
Preferred Equity Name of Class (if any) | SERIES A SUPER VOTING PREFERRD |
Preferred Equity Units Outstanding | 2000000 |
Preferred Equity CUSIP (if any) | N/A |
Preferred Equity Name of Trading Center or Quotation Medium (if any) | N/A |
Debt Securities Name of Class (if any) | N/A |
Debt Securities Units Outstanding | 0 |
Debt Securities CUSIP (if any): | |
Debt Securities Name of Trading Center or Quotation Medium (if any) |
Check this box to certify that all of the following statements are true for the issuer(s)
☒
Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.
☒
Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.
☐
Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering | ☒ Tier1 ☐ Tier2 |
Check the appropriate box to indicate whether the financial statements have been audited | ☒ Unaudited ☐ Audited |
Types of Securities Offered in this Offering Statement (select all that apply) |
☒Equity (common or preferred stock) |
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? | ☒ Yes ☐ No |
Does the issuer intend this offering to last more than one year? | ☐ Yes ☒ No |
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? | ☒ Yes ☐ No |
Will the issuer be conducting a best efforts offering? | ☒ Yes ☐ No |
Has the issuer used solicitation of interest communications in connection with the proposed offering? | ☐ Yes ☒ No |
Does the proposed offering involve the resale of securities by affiliates of the issuer? | ☐ Yes ☒ No |
Number of securities offered | 1000000000 |
Number of securities of that class outstanding | 383528049 |
Price per security |
$
0.0010 |
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer |
$
1000000.00 |
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders |
$
0.00 |
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement |
$
751320.00 |
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement |
$
0.00 |
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) |
$
1751320.00 |
Underwriters - Name of Service Provider | Underwriters - Fees |
$
| |
Sales Commissions - Name of Service Provider | Sales Commissions - Fee |
$
| |
Finders' Fees - Name of Service Provider | Finders' Fees - Fees |
$
| |
Audit - Name of Service Provider | Audit - Fees |
$
| |
Legal - Name of Service Provider | Newlan & Newlan, Ltd. | Legal - Fees |
$
3500.00 |
Promoters - Name of Service Provider | Promoters - Fees |
$
| |
Blue Sky Compliance - Name of Service Provider | State Administrators | Blue Sky Compliance - Fees |
$
1500.00 |
CRD Number of any broker or dealer listed: | |
Estimated net proceeds to the issuer |
$
995000.00 |
Clarification of responses (if necessary) |
Selected States and Jurisdictions |
COLORADO
NEW YORK
|
None | ☒ |
Same as the jurisdictions in which the issuer intends to offer the securities | ☐ |
Selected States and Jurisdictions |
None ☐
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 15668800 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | $751320 in cash |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 12892 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | $10000 - based on conversion rate in underlying convertible promissory note |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 15108 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | $10,000 - based on conversion rate in underlying convertible promissory note |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 1000000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued as performance bonus, valued at $40000 by Board of Directors |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 1500000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 1500000 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued as performance bonus, valued at $60000 by Board of Directors |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | Issued as performance bonus, valued at $60000 by Board of Directors |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 500000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 500000 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued as performance bonus, valued at $20000 by Board of Directors |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | Issued as performance bonus, valued at $20000 by Board of Directors |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 1200000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | $21,600 - based on conversion rate in underlying convertible promissory note |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 463306 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued pursuant to consulting agreement, valued at $25,000 |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 5000000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued as settle-up in business acquisition transactions, valued at $25000 by Board of Directors |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 15000000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued in payment of legal services valued at $15000 |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 20000000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 20000000 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued pursuant to archive purchase agreement, valued at $200000 by Board of Directors |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | N/A |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 25000000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued pursuant to consulting agreement, valued at $30,000 by Board of Directors |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 25000000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued as performance bonus, valued at $30,000 by Board of Directors |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 30000000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued pursuant to consulting agreement, valued at $36,000 by Board of Directors |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | PROMISSORY NOTE |
(2) Total Amount of such securities issued | 6000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued pursuant to consulting agreement |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | COMMON STOCK |
(2) Total Amount of such securities issued | 120000000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 120000000 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Issued as performance bonus, valued at $144,000 by Board of Directors |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | Issued as performance bonus, valued at $144,000 by Board of Directors |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CLIKIA CORP. |
(b)(1) Title of securities issued | CONVERTIBLE PROMISSORY NOTE |
(2) Total Amount of such securities issued | 100000 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | Up to $100,000 in cash |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption | Regulation A, Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(1), Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(2), Sec.4(a)(2) |
As filed with the Securities and Exchange Commission on January 14, 2019 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated January 14, 2019 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. 1,000,000,000 Shares of Common Stock By this Offering Circular, Clikia Corp., a Nevada corporation, is offering for sale a maximum of 1,000,000,000 shares of its common stock (the Offered Shares), at a fixed price of $_________[$0.0005-$0.0015] per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the SEC). A minimum purchase of $300 of the Offered Shares is required in this offering. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund and could lose their entire investments. This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion. (See Plan of Distribution).Title of Securities Offered Number of Shares Price to Public Commissions(1) Proceeds to Company(2) ___________________________________________________________________________________________________________________________________________ Common Stock 1,000,000,000 $_________[$0.0005-$0.0015] $-0- $_________[$500,000-$1,500,000] ____________________________________________ (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 $5,000. 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 January 11, 2019, the closing price of our common stock was $0.001 per share. Investing in the Offered Shares is speculative and involves substantial risks. You should purchase Offered Shares only if you can afford a complete loss of your investment. See Risk Factors, beginning on page 4, for a discussion of certain risks that you should consider before purchasing any of the Offered Shares. THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION. The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in Offered Shares. No sale may be made to you in this offering, if you do not satisfy the investor suitability standards described in this Offering Circular under Plan of Distribution-State Law Exemption and Offerings to Qualified Purchasers-Investor Suitability Standards (page 15). Before making any representation that you satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A. The date of this Offering Circular is __________, 2019. TABLE OF CONTENTS Page Cautionary Statement Regarding Forward-Looking Statements 2 Offering Circular Summary 2 Risk Factors 4 Dilution 11 Use of Proceeds 12 Plan of Distribution 13 Description of Securities 14 Business 16 Management's Discussion and Analysis of Financial Condition and Results of Operations 20 Directors, Executive Officers, Promoters and Control Persons 23 Executive Compensation 24 Security Ownership of Certain Beneficial Owners and Management 25 Certain Relationships and Related Transactions 26 Legal Matters 27 Where You Can Find More Information 27 Index to Financial Statements 27 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. OFFERING CIRCULAR SUMMARY The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors section and the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to Clikia Corp., a Nevada corporation, including its sole subsidiary, Clikia Corp., a Louisiana corporation (Clikia-LA). -2- Our Company Clikia Corp. was incorporated in 2002 in the State of Nevada, under the name MK Automotive, Inc. Our corporate name changed to Clikia Corp. in July 2017. From 2002 through 2015, our company was engaged in the retail and commercial automotive diagnostic, maintenance and repair services businesses, and, from December 2015 through January 2017, we pursued the commercial exploitation of Squuak.com, a social media and content sharing tool and platform. Ultimately, these business efforts were unsuccessful. In February 2017, our company acquired 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. Our Business Clikia, our streaming cable television subscription service, which is delivered to subscribers by and through the Clikia App, which includes the interconnected Clikia.com website, competes in the over-the-top (OTT) content delivery industry. Over-the-top is the term used to describe the delivery of digital video and TV content via the internet to users, without requiring users to subscribe to a traditional cable or satellite pay-TV service, like Comcast, Time Warner Cable or DirecTV. Clikia subscribers are able to access and watch Clikia's streaming cable television content as much as they want, anytime, anywhere, on nearly any internet- connected device. We believe Clikia to be well positioned in a rapidly expanding industry segment. Our strategy is to expand the Clikia subscriber base in the United States, within the parameters of our profit margin targets. In conjunction with these efforts, we intend always to seek to improve the programming options available to Clikia subscribers.Offering Summary Securities Offered 1,000,000,000 shares of common stock, par value $0.00001 (the Offered Shares). Offering Price $_________[$0.0005-$0.0015] per Offered Share. Shares Outstanding 383,528,049 shares issued and outstanding as of the date hereof, with an additional 153,411,220 unissued shares Before This Offering underlying currently convertible portions of outstanding convertible instruments. Shares Outstanding 1,383,528,049 shares, with an additional 553,411,220 unissued shares underlying currently convertible portions After This Offering of outstanding convertible debt instruments and agreements. Minimum Number of Shares None to Be Sold in This Offering Investor Suitability Standards The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings. Market for our Common Stock Our common stock is quoted on the OTC Pink under the ticker symbol CLKA. Termination of this Offering This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC and (c) the date on which this offering is earlier terminated by us, in our sole discretion. Use of Proceeds We will apply the proceeds of this offering for video streaming rights acquisition, general and administrative expenses, payroll expenses, investments in, and/or acquisitions of, companies that we believe would improve our ability to generate profits 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 7117 Florida Boulevard, Suite 203, Baton Rouge, Louisiana 70806; our telephone number is 800/584/3808; our corporate website is located at www.clikia.com. No information found on our company's website is part of this Offering Circular. -3- Continuing Reporting Requirements Under Regulation A As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this offering. We will not be required to file any other reports with the SEC following this offering. However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and other supplemental reports with OTC Markets, which will be available at www.otcmarkets.com. All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example. RISK FACTORS An investment in the Offered Shares involves substantial risks. You should carefully consider the following risk factors, in addition to the other information contained in this Offering Circular, before purchasing any of the Offered Shares. The occurrence of any of the following risks might cause you to lose a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. (See Cautionary Statement Regarding Forward-Looking Statements). Risks Related to Our Company There is doubt about our ability to develop Clikia as a viable business, and we will need additional funding beyond this offering. We have incurred operating losses over the past three years. Our current efforts focused on bringing Clikia to market have yet to yield meaningful revenues or any profits. Recently, we have obtained certain financing that has aided our Clikia-related efforts, but such financing has not been sufficient to allow us to pursue our complete plan of business. Further, there can be no assurance that our Clikia business will be successful. We may be unable to obtain sufficient capital to pursue our growth strategy. Currently, we do not have sufficient financial resources to implement our complete business plan relating to the development of our Clikia streaming cable television subscription service. If this offering is successful, however, we expect that we would, then, possess adequate capital with which to implement the initial facet of our business plan, the marketing of Clikia via social media platforms. There is no assurance that we will sell any of the Offered Shares in this offering, nor is there any assurance that our Clikia business will be able to generate revenues that are sufficient to sustain our operations. We are not able to offer assurance that we will be able to obtain additional sources of financing, in order to satisfy our working capital needs. We do not have a successful operating history with respect to our Clikia streaming cable television subscription service. We are without a history of operations in the OTT video streaming business, which makes a purchase of the Offered Shares speculative in nature. Because of this limited 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 our Clikia streaming cable television subscription service. 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 recognition for the Clikia brand name 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 a subscriber base with respect to our Clikia streaming cable television subscription service. Should we fail to implement successfully our business plan, you can expect to lose your entire investment. We may never earn a profit. Because we lack a successful operating history in the OTT video streaming business, we are unable to offer assurance that we will ever earn a profit from our operations. If we are unable to manage future expansion effectively, our business may be adversely impacted. In the future, we may experience rapid subscriber growth, which could place a significant strain on our operations, 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. -4- We currently depend on the efforts of our executive officers' serving without current compensation; the loss of these officers could disrupt our operations and adversely affect the development of our Clikia streaming cable television business. Our success in establishing our Clikia streaming cable television subscription service will depend, primarily, on the continued service of our CEO, David Loflin. We have entered into an employment agreement with Mr. Loflin. Nevertheless, the loss of service of Mr. Loflin, 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. (See Certain Relationships and Related Transactions). 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 concerning the market for our Clikia streaming cable television subscription service. Rather, our plans for implementing our business strategy and achieving profitability are based on the experience, judgment and assumptions of our executive officers. If these assumptions prove to be incorrect, we may not be successful in further establishing Clikia. 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 We may not be able to compete effectively in the OTT video streaming market. The OTT video streaming industry has enjoyed explosive growth since the end of 2015, and is an intensely competitive industry. Netflix, the leading video streaming content provider, and Hulu are among the most well-known of our competitors, as is AT&T, who has aggressively pursued video streaming market share by bundling its DirecTV(R), AT&T Fibre(R) (inexpensive broadband internet service) and cellular services. Many of our competitors, including Netflix, Hulu and AT&T, possess substantially greater resources, financial and otherwise, than does our company. No assurances can be given that we will be able to compete successfully in the OTT video streaming industry. Introduction of new products and services by competitors could harm our competitive position and results of operations. The market for our Clikia streaming cable television subscription service is characterized by intense competition, evolving industry standards, evolving business and distribution models, price cutting, with resulting downward pressure on gross margins, and price sensitivity on the part of consumers. Our future success will depend on our ability to gain recognition of the Clikia brand name and customer loyalty, as well as our being able to anticipate and respond to emerging standards and other unforeseen changes. If we fail to satisfy such standards of operation, our operating results could suffer. Further, intra-industry consolidations may result in stronger competitors and may, therefore, also harm our future results of operations. If our efforts to attract and retain subscribers to our Clikia streaming cable television subscription service are not successful, our business will be adversely affected. Our ability to attract, and to continue to attract, subscribers to Clikia streaming cable television subscription service will depend, in part, on our ability consistently to provide subscribers with compelling content choices, as well as a quality experience for selecting and viewing Clikia's content. If consumers do not perceive Clikia to be of value, we may not be able to attract and retain subscribers. If we do not grow as expected, we may not be able to adjust our expenditures or increase our (per subscriber) revenues commensurate with the lowered growth rate such that our margins, liquidity and results of operation may be adversely impacted. If we are unable to compete successfully with current and new competitors in both retaining existing subscribers and attracting new subscribers, our business will be adversely affected. -5- Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business. The market for entertainment video is intensely competitive and subject to rapid change. Through new and existing distribution channels, consumers have increasing options through which to access entertainment video. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the entertainment video market. Piracy, in particular, threatens to damage our business, as piracy renders virtually all content free. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet based e-commerce or entertainment video providers, are increasing their internet-based video offerings. Several of these competitors have long operating histories, large customer bases, strong brand recognition and significant financial, marketing and other resources. As compared to our company, they may secure better terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing. New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. Companies also may enter into business combinations or alliances that strengthen their competitive positions. If we are unable to compete successfully or profitably with current and new competitors, our business will be adversely affected, and we may not be able to increase or maintain market share, revenues or profitability. If we fail to maintain a positive reputation with consumers concerning our Clikia streaming cable television subscription service, including the content offered, we may not be able to attract or retain subscribers, and our operating results may be adversely affected. We believe that a positive reputation with consumers concerning our Clikia streaming cable television subscription service is highly important in attracting and retaining subscribers who have a number of choices from which to obtain entertainment video. To the extent the Clikia content is perceived as low quality, offensive or otherwise not compelling to consumers, our ability to establish and maintain a positive reputation may be adversely impacted. If studios, content providers or other rights holders refuse to license streaming content or other rights upon terms acceptable to our company, our business could be adversely affected. Our ability to provide Clikia subscribers with streaming content depends on studios', content providers' and other rights holders' licensing rights to distribute such content and certain related elements thereof. The license periods and the terms and conditions of such licenses vary. If the studios, content providers and other rights holders are not or are no longer willing or able to license our company content upon terms acceptable to us, our ability to stream content to Clikia subscribers will be adversely affected and/or our costs could increase. As competition increases, the cost of programming can be expected to increase. Also, we focus on providing an overall mix of content that engages subscribers in a cost-efficient manner. If we do not maintain a compelling mix of content, it can be expected that our subscriber acquisition and retention may be adversely affected. Any significant disruption in, or unauthorized access to, our computer systems or those of third parties utilized in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, including subscriber information, or theft of intellectual property, which could adversely impact our business. Clikia's reputation and ability to attract, retain and serve subscribers is dependent upon the reliable performance and security of our computer systems and those of third parties utilized in our operations. These systems may be subject to damage or interruption from earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, power loss, telecommunications failures and cybersecurity risks. Interruptions in these systems, or with the internet in general, could make Clikia unavailable or degraded or otherwise hinder our ability to deliver Clikia. Service interruptions, errors in software or the unavailability of computer systems used in operations could diminish the overall attractiveness of Clikia to existing and potential subscribers. Our computer systems and those of third parties used in our operations are vulnerable to cybersecurity risks, including computer viruses, physical or electronic break-ins and similar disruptions. Any attempt by hackers to obtain our data or intellectual property, disrupt Clikia, or otherwise access our systems, or those of associated third parties, if successful, could harm our business, be expensive to remedy and damage our reputation. We have implemented certain systems and processes to thwart hackers and protect our data and systems. Any significant disruption to Clikia could result in a loss of subscribers and adversely affect our business and results of operation. The Trump Administration's disfavor of net neutrality concepts could have a negative effect on our Clikia streaming cable television subscription service, in the long term. President Trump's appointment of Ajit Pai as Chairman of the Federal Communications Commission (FCC) signals the Trump Administration's hostility towards net neutrality, marking a reversal from the FCC's position during the Obama Administration. The primary difference in positions towards net neutrality is that the Trump Administration appears to favor a free market approach to the internet, while the Obama Administration (as well as most other nations) favored a regulatory structure that established an even playing field for both internet service provider (ISP) and user, that is, control of the content would not be in the hands of free-market participants. -6- Critics of the Trump Administration's hostility towards net neutrality state that such hostility will, ultimately, lead to a monopolistic, anti-competitive environment that impairs consumer choice. For example, without a net neutrality regulatory scheme, it is argued, a consumer's ISP could offer a particular video streaming service for free, while charging the consumer for streaming Clikia. It is also speculated by critics of the Trump Administration's anti-net neutrality stance that a consumer will, over time, be forced to subscribe to the internet TV service offered by such consumer's ISP. We will continue to monitor industry developments as they relate to the net neutrality issue and adjust to such conditions as our management deems appropriate. However, you should be aware of the possibility that Clikia may not be able to compete successfully as the internet's control and regulatory environment evolves. Changes by network operators in how they handle and charge for access to data that travels across their networks could adversely impact our business. We rely upon the ability of consumers to access Clikia through the internet. If network operators block, restrict or otherwise impair access to Clikia over their networks, our Clikia streaming cable television subscription service and business could be negatively affected. It is possible that the Trump Administration's hostility towards net neutrality could lead to such circumstances. To the extent that network operators implement usage-based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our subscriber acquisition and retention could be negatively impacted. If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business, or incur greater operating expenses. The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct our business. In addition, the continued growth and development of the market for online commerce may lead to more stringent consumer protection laws, which may impose additional burdens on us. If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model or both. Privacy concerns could limit our ability to collect and leverage our subscriber data and disclosure of subscriber data could adversely impact our business and reputation. In the ordinary course of business, we collect and utilize data supplied by Clikia subscribers. We currently face certain legal obligations regarding the manner in which we treat such information. Other businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities and other information to data collected on the internet regarding users' browsing and other habits. Increased regulation of data utilization practices, including self-regulation or findings under existing laws that limit its ability to collect, transfer and use data, could have an adverse effect on our business. Our reputation and our relationships with Clikia TV subscribers would be harmed if subscriber data, particularly billing data, were to be accessed by unauthorized persons. We maintain personal data regarding Clikia subscribers, including names and billing data. Currently, this data is maintained on third-party systems. With respect to billing data, such as credit card numbers, we rely on licensed encryption and authentication technology to secure such information. Measures are taken to protect against unauthorized intrusion into Clikia subscribers' data. Despite these measures, our third-party payment processing services could experience an unauthorized intrusion into Clikia subscribers' data. In the event of such a breach, current and potential Clikia subscribers may become unwilling to provide the information necessary for them to become Clikia subscribers. Additionally, we could face legal claims or regulatory fines or penalties for such a breach. The costs relating to any data breach could be material, and we currently do not carry insurance against the risk of a data breach. For these reasons, should an unauthorized intrusion into Clikia subscribers' data occur, our business could be adversely affected. We are subject to payment processing risk. Clikia subscribers pay their monthly fees using credit/debit cards. Currently, we rely on third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules and regulations and require payment of interchange and other fees. To the extent there are disruptions in our payment processing systems, our revenue, operating expenses and results of operation could be adversely impacted. If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by competitors, the value of the Clikia brand may be diminished, and our business adversely affected. We rely, and expect to continue to rely, on a combination of confidentiality and license agreements with employees, consultants and third parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our proprietary rights. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of the Clikia brand may be diminished, competitors may be able to more effectively mimic our video streaming service and methods of operations, the perception of the Clikia business and service to subscribers and potential subscribers may become confused in the marketplace, and our ability to attract Clikia subscribers may be adversely affected. -7- Risks Related to Compliance and Regulation The Offered Shares are offered pursuant to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012 (the JOBS Act); we cannot be certain if the reduced disclosure requirements applicable to Tier 1 issuers will diminish the attractiveness of the Offered Shares to investors. As a Tier 1 issuer, we will be subject to scaled disclosure and reporting requirements, which may make an investment in the Offered Shares less attractive to investors who are accustomed to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedence regarding the recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regards to how the SEC or the individual state securities regulators will regulate both the offer and sale of the Offered Shares, as well as any ongoing compliance to which we may be subject. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of the Offered Shares, we may be unable to raise the funds necessary to implement our planned business development activities, which could severely affect the value of our common stock. 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 this (and any subsequent) offering statement, as well as 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 (i) 2000 persons; or (ii) 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. Our use of Form 1-A and our reliance on Regulation A for this offering may make it more difficult to raise capital as and when we need it, as compared to our conducting a traditional initial public offering on Form S-1. Because of the exemptions from various reporting requirements provided to us under Regulation A and because we are only permitted to raise up to $20.0 million in any 12-month period under Regulation A (although we may raise capital in other ways), our company may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Prospective investors may be unable to compare our business with other companies in our industry, if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected. -8- There may be deficiencies with our internal controls that require improvements. As a Tier 1 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting and we will be exempt from any independent auditor attestation requirements concerning any such report, so long as we are a Tier 1 issuer. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations. Risks Related to Our Organization and Structure As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for independent board members. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange's requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange's requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange. 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., is a holding company and, accordingly, substantially all of our operations are currently conducted through our current subsidiary and, in the future, will be conducted through additional subsidiaries. Such subsidiaries are and will be separate and distinct legal entities. As a result, our cash flow depends and will depend upon the earnings of our subsidiaries. In addition, we depend and will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary has or 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. -9- 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. 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; - changes in market valuations of other internet or online entertainment companies; - 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 officers and directors hold shares of our restricted common stock, but will be able to sell their shares in the market if one should develop. 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 153,411,220 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. -10- 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 CEO, David Loflin, through his ownership of RioRoca Holdings, LLC, controls 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. Loflin will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. His control of the outstanding Series A Super Voting Preferred Stock may also delay or prevent a future change of control of our company at a premium price, if he opposes it. You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering. If you acquire any Offered Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase price of the Offered Shares in this offering. (See Dilution). As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition. DILUTION Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid by purchasers of the Offered Shares in this offering and the net tangible book value per share immediately after completion of this offering. In this offering, dilution is attributable primarily to our negative net tangible book value per share. If you purchase Offered Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per Offered Share and the net tangible book value of our common stock after this offering. Our net tangible book value as of September 30, 2018, was $(452,566) (unaudited), or $(0.04) 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 $_____[$0.0005-$0.0015] Net tangible book value per share as of September 30, 2018 (unaudited) $(0.04) Increase in net tangible book value per share after giving effect to this offering $_____[$0.04-$0.041] Pro forma net tangible book value per share as of September 30, 2018 (unaudited) $_____[$0.0000-$0.001] Dilution in net tangible book value per share to purchasers of Offered Shares in this offering $_____[$0.005-$0.0005] Assuming the Sale of 75% of the Offered Shares Assumed offering price per share $_____[$0.0005-$0.0015] Net tangible book value per share as of September 30, 2018 (unaudited) $(0.04) Increase in net tangible book value per share after giving effect to this offering $_____[$0.039-$0.0409] Pro forma net tangible book value per share as of September 30, 2018 (unaudited) $_____[$(0.0001)-$0.0009] Dilution in net tangible book value per share to purchasers of Offered Shares in this offering $_____[$0.0006-$0.0006] -11- Assuming the Sale of 50% of the Offered Shares Assumed offering price per share $_____[$0.0005-$0.0015] Net tangible book value per share as of September 30, 2018 (unaudited) $(0.04) Increase in net tangible book value per share after giving effect to this offering $_____[$0.0396-$0.0405] Pro forma net tangible book value per share as of September 30, 2018 (unaudited) $_____[$(0.0004)-$0.0005] Dilution in net tangible book value per share to purchasers of Offered Shares in this offering $_____[$0.0009-$0.001] Assuming the Sale of 25% of the Offered Shares Assumed offering price per share $_____[$0.0005-$0.0015] Net tangible book value per share as of September 30, 2018 (unaudited) $(0.04) Increase in net tangible book value per share after giving effect to this offering $_____[$0.0388-$0.0397] Pro forma net tangible book value per share as of September 30, 2018 (unaudited) $_____[$(0.0012)-$(0.0003)] Dilution in net tangible book value per share to purchasers of Offered Shares in this offering $_____[$0.0017-$0.0018] 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% Number of Offered Shares sold 250,000,000 500,000,000 750,000,000 1,000,000,000 Gross proceeds $___[$125,000-$375,000] $___[$250,000-$750,000] $___[$375,000-1,125,000] $___[$500,000-$1,500,000] Offering expenses 5,000 5,000 5,000 5,000 Proceeds to our company $___[$120,000-$370,000] $___[$245,000-$745,000] $___[$370,000-1,120,000] $___[$495,000-$1,495,000] 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% Non-Management Personnel Payroll Expense $100,000 $100,000 $ 150,000 $ 150,000 General and Administrative Expense 50,000 100,000 150,000 200,000 Marketing Expense (1) 100,000 400,000 600,000 900,000 Repayment of Indebtedness 50,000(2) 75,000(3) 120,000(4) 120,000(4) Working Capital 70,000 70,000 100,000 125,000 TOTAL $370,000 $745,000 $1,120,000 $1,495,000 ____________________________________________________________ (1) Marketing efforts are anticipated to be a blend of social media marketing strategies (approximately 95%) and traditional marketing channels (approximately 5%), including radio, print and television. (2) Such proceeds will be used to repay all accrued interest and a portion of the remaining $59,065 principal amount owed to a third party, which debt, incurred in November 2017, was due in January 2018; the promissory note ("Note A") underlying such indebtedness was issued to such third party as partial consideration for our purchase of 45% of LiveSpeed Baton Rouge #1, LLC. (3) Such proceeds will be used to repay (a) all accrued interest and all unpaid principal amount of Note A and (b) all accrued interest and a portion of the remaining $59,065 principal amount owed to a third party, which debt, incurred in November 2017, was due in January 2018; the promissory note ("Note B") underlying such indebtedness was issued to such third party as partial consideration for our purchase of 45% of LiveSpeed Baton Rouge #2, LLC. (4) Such proceeds will be used to repay all accrued interest and all unpaid principal amounts of Note A and Note B. -12- 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 OTT industry, general economic conditions and our future revenue and expenditure estimates. Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes. In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing. PLAN OF DISTRIBUTION In General Our company is offering a maximum of 1,000,000,000 Offered Shares on a best-efforts basis, at a fixed price of $_______[$0.0005-$0.0015] 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, David Loflin. Mr. Loflin will not receive any compensation for offering or selling the Offered Shares. We believe that Mr. Loflin 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. Loflin: - 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. -13- 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.clikia.com and electronically receive and review the information set forth on such website. Thereafter, should you decide to subscribe for Offered Shares, you are required to follow the procedures described therein, which are: - Electronically execute and deliver to us a subscription agreement; and - Deliver funds directly by check or by wire or electronic funds transfer via ACH to our specified bank account. Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to us, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction. Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Offered Shares subscribed. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable. This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week on our website at www.clikia.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). -14- The Offered Shares have not been qualified under the securities laws of any state or jurisdiction. Currently, we plan to sell the Offered Shares only in Colorado and New York. However, we may, at a later date, decide to sell Offered Shares in other states. In the case of each state in which we sell the Offered Shares, we will qualify the Offered Shares for sale with the applicable state securities regulatory body or we will sell the Offered Shares pursuant to an exemption from registration found in the applicable state's securities, or Blue Sky, law. Certain of our offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Offered Shares to others. Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters. Investor Suitability Standards. The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings. Issuance of Certificates Upon settlement, that is, at such time as an investor's funds have cleared and we have accepted an investor's subscription agreement, we will issue a certificate or certificates representing such investor's purchased Offered Shares. Transferability of the Offered Shares The Offered Shares will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations. Advertising, Sales and Other Promotional Materials In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to this offering, articles and publications concerning industries relevant to our business operations or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Offered Shares, these materials will not give a complete understanding of our company, this offering or the Offered Shares and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Offered Shares. DESCRIPTION OF SECURITIES General Our authorized capital stock consists of 3,950,000,000 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 383,528,049 shares of our common stock issued and outstanding, held by 61 holders of record; a total of 153,411,220 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. -15- Common Stock The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Nevada law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize any corporate action to be taken by vote of the shareholders. 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, David Loflin, through his ownership of RioRoca Holdings, LLC, which owns all of the issued and outstanding shares of Series A Super Voting Preferred Stock, controls all corporate matters of our company. (See Security Ownership of Certain Beneficial Owners and Management and Certain Transactions-RioRoca Holdings, LLC). Dividends. Holders of Series A Super Voting Preferred Stock shall not be entitled to receive dividends paid on our common stock. Dividends paid to holders of the Series A Super Voting Preferred Stock are at the discretion of our Board of Directors. Liquidation Preference. Upon the liquidation, dissolution and winding up of our company, whether voluntary or involuntary, holders of the Series A Super Voting Preferred Stock are not entitled to receive any of our assets. No Conversion. The shares of Series A Super Voting Preferred Stock are not convertible into shares of our common stock. Non-cumulative Voting Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors. As of the date of this Offering Circular, our officers and directors own a total of 142,240,509 shares, or approximately 26.40%, of our then-outstanding common stock. However, our CEO, David Loflin, through his ownership of RioRoca Holdings, LLC, which owns all of the issued and outstanding shares of Series A Super Voting Preferred Stock, controls all corporate matters relating to our company. (See Security Ownership of Certain Beneficial Owners and Management and Certain Transactions-RioRoca Holdings, LLC). 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. -16- Dividend Policy We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash diviends in the foreseeable future. Shareholder Meetings Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as otherwise provided under Nevada law. Transfer Agent Pacific Stock Transfer Company is the transfer agent for our common stock. Pacific Stock Transfer's address is 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119; its telephone number is 800/785/7782; its website is www.pacificstocktransfer.com. No information found on Pacific Stock Transfer's website is part of this Offering Circular. BUSINESS History Our company 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, the Company was engaged in the retail and commercial automotive diagnostic, maintenance and repair services businesses. While ultimately opening five company-operated locations and two franchise locations in the greater Las Vegas, Nevada, metropolitan area, and two franchise locations in St. Louis, Missouri, this business wound down by the end 2015. In December 2015, we acquired Squuak.com, a social media and content sharing tool and platform. Despite significant efforts by our then-management, development of the Squuak.com business model had not achieved the desired results by early 2017. In February 2017, we acquired Clikia Corp. (Clikia-LA), a Baton Rouge, Louisiana-based OTT video streaming service provider, and adopted the OTT video streaming business plan of Clikia-LA. Background Clikia, which is delivered to subscribers by and through the Clikia App, which includes the interconnected Clikia.com website, competes in the over-the-top (OTT) content delivery industry. Over-the-top is the term used to describe the delivery of digital video and TV content via the internet to users, without requiring users to subscribe to a traditional cable or satellite pay-TV service, like Comcast, Time Warner Cable or DirecTV. Clikia subscribers are able to access and watch Clikia's streaming cable television content as much as they want, anytime, anywhere, on nearly any internet- connected device. We believe Clikia to be well positioned in a rapidly expanding industry segment. Our strategy is to expand the Clikia subscriber base in the United States, within the parameters of our profit margin targets. In conjunction with these efforts, we intend always to seek to improve the programming options available to Clikia subscribers. Recent Developments In November 2018, we announced that Clikia had become available as a public channel on Roku, the world's most popular streaming platform, CHANNEL CODE: "clikia". Clikia's becoming a "public channel", provides far greater visibility for our Clikia service, as well as a far more efficient platform on which to market Clikia. We expect this accomplishment to provide a boost in subscriber growth. Clikia continues to be available through nearly all internet-connected devices, such as smart phones, including iPhone and Android phones, smart TVs, including Google TV, set-top boxes, including Fire TV, gaming consoles, including PlayStation 4,WiiU and Xbox One, and desktop/laptop computers. Streaming The term streaming refers to the delivery method of the medium, rather than the medium itself. Today, streaming refers to situations in which an end-user watches digital video content (or listens to digital audio) on a device over the internet. With streaming content, the end-user is not required to download the entire digital video or digital audio file before consuming the desired content, that is, the desired content is continuously transmitted by a provider to, and received by, the end-user. -17- Video Delivery (Pay-TV) Industry Over the past two years, the cable and satellite television industry has experienced an accelerating level of disruption caused by consumers who are cutting the cord. Cord-cutters are consumers who have cancelled their cable or satellite television service, in favor of video services delivered by OTT (see discussion below) providers. Over-the-Top (OTT) Content Industry Over-the-Top (OTT). In broadcasting, over-the-top content (OTT) is the audio, video and other media content (e.g., television programming) transmitted, or delivered, to an end-user over the internet, without the involvement of a multiple-system operator. While an Internet Service Provider (ISP) may be aware of the transmitted contents (referred to as internet protocol (IP) packets), the ISP is not responsible for, nor able to control, the viewing abilities, copyrights and/or other redistribution of the IP packets, that is, the delivered content. In short, OTT refers to content from a third party that is delivered to an end-user, with the ISP simply transporting content. According to a recent study from Digital TV Research, global over-the-top (OTT) TV revenues will more than double from $37 billion in 2016 to $83 billion in 2022, driven in large measure by the success of subscription video-on-demand (SVOD) services, such as Netflix and Clikia. It is the success of SVOD services like Netflix that propelled SVOD to the top of OTT revenues sources in 2013. By 2022, SVOD is expected to generate $41.2 billion, or approximately 50%, of OTT revenues, compared to $29.0 billion for advertising-supported video on demand (VOD), $8.1 billion for download-to-own and electronic sell-through and $5.2 billion for rental. OTT Delivery Model. The OTT content delivery model is in contrast to the traditional model whereby video content is delivered to an end-user through a pay television provider, that is, a cable company. Figure A below depicts the delivery system by which Clikia (OTT) delivers video streaming content to a subscriber, without the involvement of a cable or satellite television company. How Users Stream Clikia with the Clikia App* __________________________ Clikia (65+ Streaming Cable TV Channels) | | Clikia App (installed on a user's device) | | Streaming Entertainment for Clikia Subscribers on any Device _________________________________________________________________________ * Clikia eliminates the need for a Cable TV Subscription and eliminates the layer of cost imposed by the Cable Company. Figure A -18- Modes of Access. End-users access OTT content through internet-connected devices, such as smart phones, including iPhone and Android phones, smart TVs, including Google TV, set-top boxes, including Fire TV and Roku, gaming consoles, including PlayStation 4,WiiU and Xbox One, and desktop/laptop computers. Clikia and the Clikia App General. The Clikia App delivers Clikia, a subscription-based cable television streaming service that targets consumers who wish to join the cord-cutting movement, the movement away from traditional cable television subscriptions.Internet + Device + Clikia App = Clikia TV Anywhere The Clikia App, itself, is available for download for free in the iTunes Store, the Google Play Store, on Amazon and Roku, and via Google Chromecast, for any device, as well as through its inter-connected www.Clikia.com website. Clikia TV: A Streaming Cable TV Subscription Service. Currently, Clikia is comprised of over 65 channels that are commonly associated with a typical Cable TV subscription. We believe that Clikia is currently the only OTT offering that delivers a streaming Cable TV-equivalent service that is not interconnected with a traditional cable or satellite television subscription. Clikia includes the channels listed in Figure B below. ESPN ESPN2 ESPN Classic ESPNews ESPNU The Weather Channel Fox New Channel CNN MSNBC CNBC HLN C-Span InfoWars National Geographic Travel Channel History Channel Discovery Channel HGTV Animal Planet TBS USA Sony Movie Channel SyFy A&E Bravo BET TNT Turner Classic Movies FX AMC Food Network TLC MavTV Paramount Channel E! TruTV CMT The Country Network MTV VH1 Comedy Central Disney Nickelodeon Cartoon Network Lifetiime Hallmark Channel OWN QVC Univision Freeform ABC* CBS* NBC* FOX* PBS* CW* ION* My9* Telemundo* ____________________________________ * Available to Clikia TV subscribers in the New York City area. Figure B -19- Premium Cable TV Streaming Package. Currently, we are pursuing the rights to provide streaming service with respect to a series of channels that are commonly offered as a premium package as an add-on to a typical Cable TV subscription, including certain movie channels, such as HBO and Showtime. There is no assurance that we will be successful in the efforts. Subscribers. As of the date of this Offering Circular, the Clikia App provides Clikia streaming cable television services to approximately 100 subscribers, with a small number of new subscribers being added on a weekly basis. Marketing Our initial marketing efforts will focus on social media channels, with a gradual inclusion of traditional marketing channels, including radio, print and television, over time. Our primary target demographic is the population between 13 and 40 years of age. As OTT services become more ubiquitous and better understood, we expect that persons of nearly any age will be candidates for our Clikia streaming cable television subscription service. Agreement with TikiLive We have entered into a contract with TikiLive, Inc., an OTT delivery solutions company, pursuant to which we obtained the necessary software licenses and related services for the implementation of the Clika App's video streaming service, including for the operation of its interconnected website, www.Clikia.com website. Competition The market for entertainment video is intensely competitive and subject to rapid change. Clikia competes against other entertainment video providers, such as multichannel video programming distributors (MVPDs), internet-based movie and TV content providers (including those that provide pirated content), video gaming providers and DVD rental outlets and, more broadly, against other sources of entertainment that Clikia subscribers could choose in their free time. Clikia also competes against entertainment video providers in obtaining content that subscribers will enjoy. Because consumers often maintain simultaneous subscriptions with multiple entertainment sources, we strive, and will continue to strive, to cause consumers to choose Clikia in their free time. To accomplish this objective, we will seek continually to improve Clika, in both technology and content. There is no assurance that Clikia will be able to compete effectively. Netflix, the leading video streaming content provider, and Hulu are among the most well-known of our competitors, as is AT&T, who has aggressively pursued video streaming market share by bundling its DirecTV(R), AT&T Fibre(R) (inexpensive broadband internet service) and cellular services. Many of our competitors, including Netflix, Hulu and AT&T, possess substantially greater resources, financial and otherwise, than does our company. No assurances can be given that we will be able to compete successfully in the OTT video streaming industry. 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 Clikia and the Clikia App. Our policy is to establish, enforce and protect our intellectual property rights using the intellectual property laws. We are the owner of the following trademarks: Clikia and Sustainable TV. In the near future, we intend to file for registration of these trademarks with the U.S. Patent and Trademark Office. -20- Facilities Our corporate and operational office of approximately 200 square-feet is leased and is located at 7117 Florida Boulevard, Suite 203, Baton Rouge, Louisiana 70806. The monthly rent is $300, under a one-year lease expiring in February 2019. Should additional space be required as we expand our operations, we expect that such space would be available within the current building. We do not own any real property. Employees We currently have two part-time employees, in addition to our officers, David Loflin (CEO) and Brian Wendt (Chief Technology Officer). Our business development, corporate administration and business operations are overseen directly by Mr. Loflin. Mr. Loflin 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.clikia.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 OTCMarkets.com. No information found on our company's website is part of this Offering Circular. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of this Offering Circular. Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward- looking statements included herein. Overview We are a development-stage company that will compete in the rapidly expanding over-the-top (OTT) video delivery industry with our Clikia streaming cable television subscription service. Our revenues are derived from monthly subscriptions to Clikia. For the foreseeable future, all of our efforts will be focused on increasing the number of Clikia subscribers on a month-to-month basis, primarily through advertising on multiple social media platforms. Outlook Video Delivery (Pay-TV) Industry. Over the past three years, the cable and satellite television industry has experienced an accelerating level of disruption caused by consumers who are cutting the cord. Cord-cutters are consumers who have cancelled their cable or satellite television service in favor of video services delivered by OTT (see discussion below) providers. Over-the-Top (OTT) Content Industry. In broadcasting, over-the-top content (OTT) is the audio, video and other media content (e.g., television programming) transmitted, or delivered, to an end-user over the internet, without the involvement of a multiple-system operator. While an Internet Service Provider (ISP) may be aware of the transmitted contents (referred to as internet protocol (IP) packets), the ISP is not responsible for, nor able to control, the viewing abilities, copyrights and/or other redistribution of the IP packets, that is, the delivered content. In short, OTT refers to content from a third party that is delivered to an end-user, with the ISP simply transporting content. -21- According to a recent study from Digital TV Research, global over-the-top (OTT) TV revenues will more than double from $37 billion in 2016 to $83 billion in 2022, driven in large measure by the success of subscription video-on-demand (SVOD) services, such as Netflix and Clikia. It is the success of SVOD services like Netflix that propelled SVOD to the top of OTT revenues sources in 2013. By 2022, SVOD is expected to generate $41.2 billion, or approximately 50%, of OTT revenues, compared to $29.0 billion for advertising-supported video on demand (VOD), $8.1 billion for download-to-own and electronic sell-through and $5.2 billion for rental. Principal Factors Affecting Our Financial Performance Our future operating results will be primarily affected by the following factors: - our ability to attract and retain Clikia subscribers; - our ability to keep Clikia's channel offering attractive to subscribers and potential subscribers; - our ability to maintain the value proposition of Clikia vis-a-vis other OTT video services; and - our ability to contain our operating costs. Based on our current business plan, we expect that our revenues will increase from quarter to quarter for the foreseeable future, beginning with the quarter ending December 31, 2018. We expect to incur operating losses through at least March 31, 2018. Further, because of our lack of capital and the current lack of brand name awareness of Clikia, we cannot predict the levels of our future revenues. Results of Operations Our Clikia streaming cable television subscription service has not yet generated material revenues. The formal launch of Clikia occurred in October 2017. For the Six Months Ended September 30, 2018 (Current Interim Period) and 2017 (Prior Interim Period). For the Current Interim Period, we incurred a net loss of $349,903 (unaudited), of which $145,000 (unaudited) is attributable to shares of common stock having been issued for services. For the Prior Interim Period we incurred a net loss of $441,321 (unaudited), $172,013 (unaudited) of which was an increase in accounts payable associated with our Clikia streaming cable television subscription service. Inasmuch as we located a successful marketing platform for our Clikia streaming cable television subscription service during the last calendar quarter of 2018, we expect that our revenues for the remainder of the current year ending March 31, 2019, will increase materially, as compared to the Current Interim Period and the Prior Interim Period, although we are unable to predict the amount of such increase. Likewise, as our Clikia subscription service expands, our monthly expenses can be expected to increase significantly, as compared to the Current Interim Period and the Prior Interim Period, although we are unable to predict the amount of such increase. For the Years Ended March 31, 2018 (Fiscal 2018) and 2017 (Fiscal 2017). For Fiscal 2018, we incurred a net loss of $541,640 (unaudited), $21,000 (unaudited) of which is attributable to original issued discount, $10,000 (unaudited) of which is attributable to common stock issued for services and $41,358 (unaudited) of which is attributable to common stock issued pursuant to a settlement agreement. Our net loss for Fiscal 2018 was reduced by a one-time debt- forgiveness income event of $150,000 (unaudited). For Fiscal 2017, we incurred a net loss of $303,595 (unaudited), $243,188 (unaudited) of which is attributable to a one-time impairment charge of $243,188 (unaudited). This impairment charge was incurred, inasmuch as our Board of Directors determined to abandon our Squuak.com business efforts, including its related assets, following our acquisition of Clikia-LA. An additional $10,300 (unaudited) of our net loss for Fiscal 2017 is attributable to our issuance of common stock for services. Plan of Operation Our plan of operation focuses exclusively on acquiring subscribers of Clikia's streaming cable television subscription service. We market Clikia through multiple social media platforms, including Instagram, Facebook, Twitter and LinkedIn, and will, over time, include traditional marketing channels, including radio, print and television. Our primary target demographic is the population between 13 and 40 years of age, although other demographic groups will be targeted to a lesser extent. As OTT services become more ubiquitous and better understood, we expect that persons of all ages will be potential subscribers for our Clikia streaming cable television subscription service. Financial Condition, Liquidity and Capital Resources At September 30 and March 31, 2018, our liabilities exceeded our assets and we lacked working capital with which to implement our full plan of business with respect to our Clikia streaming cable television subscription service. Further, we have yet to generate significant revenues from Clikia subscriptions. We currently lack adequate capital with which to implement our entire business plan and there is no assurance that we ever be successful in obtaining such capital, including through this offering. -22- During the quarter ended September 30, 2018, we obtained $68,800 in cash pursuant to our prior Regulation A offering, which funds were used for operating expenses. After September 30, 2018, and through the date of termination of our prior Regulation A offering, December 15, 2018, we obtained a total of $111,000 in cash under such offering. Such funds were used for operating expenses. Contractual Obligations To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments. Our longest-lived obligation is the lease agreement for our corporate headquarters, which expires in February 2019. Our monthly obligation under this lease is $300. Capital Expenditures We made no capital expenditures during the year ended March 31, 2018. During the six months ended September 30, 2018, we purchased $71,250 (unaudited) in equipment. Our business plan does not require that we make large capital expenditures in order to implement successfully the plan for developing our Clikia streaming cable television subscription service.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Directors and Executive Officers The following table sets forth the names and ages of our company's current directors and executive officers. Name Age Position(s) David Loflin 61 Chief Executive Officer, Secretary and Director Brian Wendt 30 Chief Technology Officer 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. David Loflin has served as our CEO and as a director of our company since January 2017. Beginning in June 2016, Mr. Loflin began a sole proprietorship engaged in the development of an OTT video streaming service doing business as Clikia, which Mr. Loflin transferred to Clikia Corp., a Louisiana corporation (Clikia-LA), which was, in turn, acquired by our company in February 2017. (See Certain Transactions-Acquisition of Clikia-LA). Since 1997, Mr. Loflin has founded and served as an executive officer and director of three public companies: USURF America, Inc. (1997-2003). USURF America operated as an internet service provider in over 10 states. USURF America provided internet access services to over 32,000 customers, 10,000 of which were wireless access customers, and was listed on the American Stock Exchange. -23- Air-Q Wi-Fi Corporation (2003-2010). From 2003 through 2005, Air-Q Wi-Fi Corporation (name changed to Air Rover Wi-Fi Corp.) developed and marketed wi-fi hotspot internet access services to businesses, including retail businesses, such as coffee shops and restaurants, during the nascent period of this industry. From 2005 through 2009, after a name change to Diamond I, Inc., the company engaged in the development and marketing of wireless hand-held gaming systems designed for use in casinos and other establishments. From 2009 through 2010, after a name change to ubroadcast, inc., the company operated an online live broadcasting website, ubroadast.com. This website operated during the nascent period of the internet live video broadcasting industry. This company is now known as Santeon Group, Inc. Louisiana Food Company (2010-2016). Louisiana Food Company developed and marketed Louisiana-centric specialty food products, including Voodoo Coffee, Jammin' Jambalaya, Red Stick Red Beans, Acadiana Dirty Rice, Bon Temps Lou'siana Fry, Breaux Bridge Etouffee, Fais do-do Gumbo, Pirogue Rice and Elysian Fields Black-eyed Peas. Louisiana Food Company ceased its operations, due to a lack of working capital. Since February 2016, Mr. Loflin has been a principal in LiveSpeed Broadband, a Baton Rouge, Louisiana-based wireless internet service provider that has moved its base of operations to Colorado. In addition to the foregoing, Mr. Loflin has, for more than the past five years, been engaged as a consultant to public companies and their executive officers. Brian Wendt has served as a director of our company since October 2015, as our CEO from October 2015 to January 2017 and as our Chief Technology Officer since January 2017. For all of his working life, Mr. Wendt has engaged as a software developer and social media expert in the technology, web development and internet community in Phoenix, Arizona. Conflicts of Interest At the present time, we do not foresee any direct conflict between our officers, their other business interests and their 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, 2018, out Board of Directors did not hold a meeting, but took action by unanimous written consent in lieu of a meeting on eight occasions. Independence of Board of Directors Neither of our directors is 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 CEO, David Loflin, 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. Loflin collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous. Code of Ethics As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees. EXECUTIVE COMPENSATION As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by or contributed to by our company. -24- Employment Agreement In January 2017, we entered into an employment agreement with our CEO, David Loflin. Mr. Loflin's employment agreement has an initial term of three years. Mr. Loflin's annual salary is $180,000. Through June 30, 2017, Mr. Loflin was paid no salary and none was accrued. Beginning January 1, 2018, any unpaid salary amounts will be accrued and may be paid at such time as we possess adequate capital to do so, in the discretion of our Board of Directors. Outstanding Equity Awards During the years ended March 31, 2018 and 2017, our Board of Directors made no equity awards and no such award is pending. Long-Term Incentive Plans We currently have no long-term incentive plans. Director Compensation Our directors receive no compensation for their serving as directors.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Common Stock The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants, if any, held by that person are deemed to be outstanding if the warrants are exercisable within 60 days of the date hereof. 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 ____________________________________________________________________________________________________________________________________________ David Loflin 141,713,509(3) 26.39% 141,713,509(3) 7.32% Brian Wendt 527,000 * 527,000 * Officers and directors, as 142,240,509(3) 26.49% 142,240,509(3) 7.34% a group (2 persons) ____________________________________________________________________________________________________________________________________________ 5% Owners ____________________________________________________________________________________________________________________________________________ Colins Captial, LLC(4) 38,353,805(5) 7.14% 138,352,805(5) 7.14% GPL Ventures, LLC(6) 38,353,805(7) 7.14% 138,352,805(7) 7.14% Continuation Capital, Inc.(8) 38,353,805(9) 7.14% 138,352,805(9) 7.14% Typenex Co-Investments, LLC(10) 38,353,805(11) 7.14% 138,352,805(11) 7.14% ____________________________________________________________________________________________________________________________________________ Series A Super Voting Preferred Stock ____________________________________________________________________________________________________________________________________________ RioRoca Holdings, LLC(12) 2,000,000(13) 100% 2,000,000(13) 100% ____________________________________________________________________________________________________________________________________________ -25- * less than 1% (1) Based on 536,939,269 shares outstanding, including 153,411,220 unissued shares that underlie the currently convertible portions of convertible debt instruments, before this offering. (2) Based on 1,936,939,269 shares outstanding, including 553,411,220 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) 63,509 of these shares are owned of record by RioRoca Holdings, LLC (see Note 12 below). (4) This entity is owned by James Kaufman. (5) These shares have not been issued, but underlie the currently convertible portion of a convertible debt instrument. (6) Mr. Alexander Dillon possesses investment authority on behalf of this entity. (7) These shares have not been issued, but underlie the currently convertible portion of a convertible debt instrument. (8) Mr. Paul Winkle is the managing partner of this entity. (9) These shares have not been issued, but underlie the currently convertible portion of a convertible debt instrument. (10) Mr. John M. Fife is the President of Red Cliffs Investments, Inc., the manager of this entity. (11) These shares have not been issued, but underlie the currently convertible portion of a convertible debt instrument. (12) This entity is owned by David Loflin, CEO and a director of our company. (13) 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 CEO, David Loflin, through his ownership of RioRoca Holdings, LLC, 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 RioRoca Holdings, LLC. Our CEO, David Loflin, is the owner of RioRoca Holdings, LLC and, through his ownership thereof, controls all corporate matters of our company. Holders of the Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each shareholder of our common stock is entitled to vote at each meeting of shareholders with respect to all matters presented to the shareholders for their action or consideration. Holders of the Series A Super Voting Preferred Stock shall vote together with the holders of our common stock as a single class. (See Description of Securities-Series A Super Voting Preferred Stock). CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Bonus Shares Issued to Directors In October 2015, one of our directors, Brian Wendt, was issued 7,000 shares of our common stock as a bonus, which shares were valued at $3,500. In January 2017, Mr. Wendt was issued 20,000 shares of our common stock as a bonus, which shares were valued at $10,000. In August 2018, Mr. Wendt was issued 500,000 shares of our common stock as a bonus, which shares were valued at $20,000. In August 2018, one of our directors and CEO, David Loflin, was issued 1,500,000 shares of our common stock as a bonus, which shares were valued at $60,000. In January 2019, Mr. Loflin was issued 120,000,000 shares of our common stock as a bonus, which shares were valued at $144,000. Change in Control Transaction In August 2016, David Loflin, now our CEO and a director, acquired control of our company, by his acquiring control of RioRoca Holdings, LLC. RioRoca Holdings owns (a) 63,509 shares 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 controls all aspects of the management of our company. Employment Agreement In January 2017, we entered into an employment agreement with our CEO, David Loflin. Mr. Loflin's employment agreement has an initial term of three years. Mr. Loflin's annual salary is $180,000. Through June 30, 2017, Mr. Loflin was paid no salary and none was accrued. Beginning January 1, 2018, any unpaid salary amounts will be accrued and may be paid at such time as we possess adequate capital to do so, in the discretion of our Board of Directors. -26- Acquisition of Clikia-LA In February 2017, we acquired Clikia Corp., a Louisiana corporation. Pursuant to the acquisition transaction, our CEO and one of our directors, David Loflin, received 150,000 shares and TikiLive, Inc. received 100,000 shares of the 250,000 shares of our common stock issued in the acquisition transaction. Archive Purchase Agreement In October 2018, we entered into an Archive Purchase Agreement with our 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 20,000,000 shares of our common stock, which shares were valued at $200,000. We intend to utilize the acquired video titles to augment the operations of our Clikia streaming cable television subscription service. LEGAL MATTERS Certain legal matters with respect to the Offered Shares offered by this Offering Circular will be passed upon by Newlan & Newlan, Ltd., Flower Mound, Texas. 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. INDEX TO FINANCIAL STATEMENTS Unaudited Consolidated Financial Statements for the Six Months Ended September 30, 2018 and 2017 _____________________________________________________________________________________________ Page Consolidated Balance Sheets at September 30, 2018, and March 31, 2018 F-1 Consolidated Statements of Operations For the Three and Six Months Ended September 30, 2018 and 2017 F-2 Consolidated Statements of Cash Flows For the Six Months Ended September 30, 2018 and 2017 F-3 Notes to Consolidated Financial Statements F-4 Unaudited Consolidated Financial Statements for the Years Ended March 31, 2018 and 2017 _____________________________________________________________________________________________ Consolidated Balance Sheets at March 31, 2018 and 2017 F-7 Consolidated Statements of Operations For the Years Ended March 31, 2018 and 2017 F-8 Consolidated Statements of Changes in Stockholders' Equity (Deficit) For the Years Ended March 31, 2018 and 2017 F-9 Consolidated Statements of Cash Flows For the Years Ended March 31, 2018 and 2017 F-10 Notes to Consolidated Financial Statements F-11 -27- CLIKIA CORP. CONSOLIDATED BALANCE SHEETS September 30, 2018, and March 31, 2018 9/30/18 3/31/2018 (unaudited) (unaudited) __________ ___________ ASSETS Current assets Cash and cash equivalents $ 7,667 $ 272,578 Prepaid expenses and other current assets 622 622 __________ ___________ Total current assets 8,289 273,200 __________ ___________ Other assets Notes receivable - third party 225,000 225,000 Invesment in LiveSpeed Broadband 141,000 141,000 Investment in Clikia Corp. (Louisiana) subsidiary 13,976 13,976 __________ ___________ Total intangible assets 379,976 379,976 __________ ___________ Fixed assets Equipment 72,534 1,284 __________ ___________ Total fixed assets 72,534 1,284 __________ ___________ Total assets $ 460,799 $ 654,460 __________ ___________ __________ ___________ LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current liabilities Accounts payable - trade $ 111,215 $ 172,013 Loan on open account - third party 30,000 30,000 Notes payable - third parties 489,130 489,130 Note payable (Schooner Equities) 3,400 25,000 Note payable (Goodkin) --- 20,000 Note payable (Murphy) 36,370 36,370 Notes payable (Par Point) 243,250 243,250 __________ ___________ Total current liabilities 913,365 1,015,763 Stockholders' deficit Preferred stock, $.00001 par value; 5,000,000 shares authorized, 2,000,000 and 2,000,000 20 20 shares issued and outstanding at September 30, 2018, and March 31, 2018, respectively Common stock, $.00001 par value; 950,000,000 shares authorized, 10,165,735 and 2,034,429 102 20 shares issued and outstanding at September 30, 2018, and March 31, 2018, respectively Additional paid-in capital 913,365 693,143 Accumulated deficit (1,404,389) (1,054,486) __________ ___________ Total stockholders' deficit $(452,566) $ (361,303) __________ ___________ Total liabilities and stockholders' deficit $ 460,799 $ 654,460 __________ ___________ __________ ___________ The accompanying notes are an integral part of these unaudited financial statements. -F-1-CLIKIA CORP. CONSOLIDATED STATEMENTS OF OPERATIONS For the Three and Six Months Ended September 30, 2018 and 2017 (unaudited) Three Months Ended Six Months Ended ______________________________________ ______________________________________ 9/30/18 9/30/17 9/30/18 9/30/17 _____________ ______________ _____________ ______________ Revenues $ 912 $ 114 $ 1,994 $ 594 Operating expenses 187,281 185,355 351,897 442,321 _____________ ______________ _____________ ______________ Operating loss (186,369) (185,241) (349,903) (441,727) _____________ ______________ _____________ ______________ Net loss $ (186,369) $ (185,241) $ (349,903) $ (441,321) _____________ ______________ _____________ ______________ _____________ ______________ _____________ ______________ Net loss per common share Basic and diluted $ (0.04) $ (0.30) $ (0.11) $ (0.74) _____________ ______________ _____________ ______________ _____________ ______________ _____________ ______________ Weighted average number of common shares outstanding: Basic and diluted 5,065,977 625,629 3,285,758 598,628 _____________ ______________ _____________ ______________ _____________ ______________ _____________ ______________ The accompanying notes are an integral part of these unaudited financial statements. -F-2-CLIKIA CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended September 30, 2018 and 2017 (unaudited) Six Months Ended _____________________________________ 9/30/18 9/30/17 _____________ _____________ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (349,903) $ (441,727) Adjustments: Stock issued for interest 3,240 --- Stock issued for services 145,000 10,000 Stock issued for peyment of accounts payable --- 183,890 Increase (decrease) in accounts payable (60,798) 172,013 _____________ _____________ Net cash used in operating activities (262,461) (54,824) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash provided by (used in) investing activities --- --- CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of equipment (71,250) --- Stock issued for cash 68,800 --- Notes payable - third party, net of original issue discount --- 270,000 Notes receivable - third party --- (225,000) Advance on open account - related party --- 2,550 _____________ _____________ Net cash provided by (used in) financing activities (2,450) 47,550 _____________ _____________ Net increase (decrease) in cash (264,911) (7,274) Cash, beginning of year 272,578 11,197 _____________ _____________ Cash, end of year $ 7,667 $ 3,923 _____________ _____________ _____________ _____________ The accompanying notes are an integral part of these unaudited financial statements. -F-3- CLIKIA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2018 (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. Ultimately, these business efforts were unsuccessful. 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. "Clikia" is the Company's subscription-based streaming cable television service delivered via its Clikia App, which is available in the iTunes Store, the Google Play Store, on Amazon and Roku, and via Google Chromecast for any device, and through the Company's interconnected website, www.Clikia.com, that targets consumers who wish to join the "cord-cutting" movement, the movement away from traditional cable television subscriptions. Clikia competes in the "over-the-top" content (video) delivery industry. "Over-the-top," or OTT, is the term used to describe the delivery of film and TV content via the internet, without requiring users to subscribe to a traditional cable or satellite pay-TV service, like Comcast, Time Warner Cable or DirecTV. NOTE 2. 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 Goods and 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 earlier of performance commitment or completion of performance by the provider of goods or services, as defined by ASC Topic 505. Earnings per Share Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period. Reverse Split In July 2018, the Company effected a 1-for-500 reverse split of its common stock. Historical information presented in the accompanying financial statements and in these notes has been adjusted to reflect this reverse stock split. NOTE 3. 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 4. CHANGE IN CONTROL OF THE COMPANY In September 2016, there occurred a change in control of the Company, when the Company's now-CEO, David Loflin, acquired ownership of RioRoca Holdings, LLC, the owner of (a) 63,509 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). This ownership of Company securities provides RioRoca Holdings, LLC with control of the Company. As the owner of RioRoca Holdings, LLC, Mr. Loflin controls the disposition and voting of Company securities owned by RioRoca Holdings, LLC. NOTE 5. 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 6. Related-Party Transactions). -F-4- NOTE 6. RELATED-PARTY TRANSACTIONS In August 2018, a total of 2,000,000 shares of common stock were issued for services, as follows: (1) 500,000 shares were issued to Brian Wendt, a director of the Company, as a retention bonus; and (2) 1,500,000 shares were issued to David Loflin, a director and CEO of the Company, as a performance bonus. All of the issued shares were valued at $.04 per share. 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 10,000 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 CEO, David Loflin, holds a 50% pecuniary interest. Mr. Loflin received no consideration, direct or indirect, in connection with such contributions. In February 2017, the Company acquired Clikia Corp., a Louisiana corporation (Clikia-LA). Pursuant to the acquisition transaction, the Company's CEO, David Loflin, received 150,000 shares of the 100,000 shares of Company common stock issued in the acquisition transaction. (See Note 9. Acquisitions). 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 $.25 of debt converted. At March 31, 2018, the remaining unpaid principal balance of such promissory note was $36,370. (See Note 5. Extinguishment of Debt and Note 7. Notes Payable). NOTE 7. NOTES PAYABLE 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. During the six months ended September 30, 2018, $20,600 of the principal balance was converted into a total of 1,200,000 shares of common stock. At September 30, 2018, 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 29,000 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 are 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 at the rate of one share for every $.83 of debt converted. During the six months ended September 30, 2018, the entire principal balance plus accrued interest was converted into a total of 15,108 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 at the rate of one share for every $.83 of debt converted. During the six months ended September 30, 2018, the entire principal balance plus accrued interest was converted into a total of 12,892 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. At September 30, 2018, the remaining unpaid principal balance of each of such promissory notes was $59,065. 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. This promissory note bears interest at 10% per annum, is due in November 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 September 30, 2018, the remaining unpaid principal balance of such promissory note was $30,000. In November 2017, the Company issued a promissory note, face amount $25,000, to a third party, in consideration of consulting services. This promissory note bears interest at 10% per annum, is due in November 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 September 30, 2018, the remaining unpaid principal balance of such promissory note was $25,000. 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 September 30, 2018, the remaining unpaid principal balance of such promissory note was $25,000. 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 $.25 of debt converted. At September 30, 2018, the remaining unpaid principal balance of such promissory note was $225,000. 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 $.25 of debt converted. At September 30, 2018, the remaining unpaid principal balance of such promissory note was $18,250. 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 $.25 of debt converted. At September 30, 2018, the remaining unpaid principal balance of such promissory note was $36,370. NOTE 8. 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 June 30, 2018, the remaining unpaid principal balance of such loan was $30,000.NOTE 9. ACQUISITIONS 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 10,000 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 CEO, David Loflin, holds a 50% pecuniary interest. Mr. Loflin received no consideration, direct or indirect, in connection with such contributions. (See Note 6. Related-Party Transactions and Note 7. Notes Payable). In February 2017, the Company acquired Clikia Corp. (Clikia-LA), a Baton Rouge, Louisiana-based OTT video streaming service provider, and adopted the OTT video streaming business plan of Clikia-LA and is currently pursuing such business plan. In connection with such transaction, the Company issued a total of 250,000 shares of common stock to the owners of Clikia-LA, including to the Company's CEO and a director, David Loflin, who was issued 150,000 shares, and TikiLive, Inc., who was issued 100,000 shares. Subsequent to the closing of this transaction in January 2018, the Company entered into a common stock repurchase agreement with TikiLive, Inc., pursuant to which the Company repurchased 50,000 of the shares issued to TikiLive, Inc., in exchange for a $150,000 face amount promissory note, which was, thereafter, forgiven in full by TikiLive, Inc. (See Note 6. Related-Party Transactions and Note 13. Repurchase of Common Stock). In December 2015, the Company acquired Squuak.com, a social media and content sharing tool and platform, from Par Point Capital, LLC, in exchange for a $225,000 promissory note. (See Note 7. Notes Payable). -F-5- NOTE 10. CAPITAL STOCK Amendment of Articles of Incorporation 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. In March 2018, the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 3,450,000,000 shares. In November 2017, the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 1,450,000,000 shares. Stock Issued for Services During the six months ended September 30, 2018, the Company issued shares of common stock for services, as follows: (1) 12,000 shares 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) 463,306 shares of common stock pursuant to the terms of a consulting agreement with a third party, which shares were valued at $25,000, in the aggregate; (3) 1,000,000 shares were issued to a third party, as a performance bonus, which shares were valued at $40,000, in the aggregate; (4) 500,000 shares were issued to Brian Wendt, a director of the Company, as a retention bonus, which shares were valued at $20,000, in the aggregate; and (5) 1,500,000 shares were issued to David Loflin, a director and CEO of the Company, as a performance bonus, which shares were valued at $60,000, in the aggregate. Stock Issued for Debt Conversion During the six months ended September 30, 2018, the Company issued shares of common stock on debt conversions, as follows: (1) 15,108 shares of common stock were issued in connection with the full conversion, including accrued interest, of a $10,000 face amount promissory note by a third party; (2) 12,892 shares of common stock were issued in connection with the full conversion, including accrued interest, of a $10,000 face amount promissory note by a third party; (3) 600,000 shares of common stock were issued in connection with a partial conversion ($10,800) of a $25,000 face amount promissory note by a third party; and (4) 600,000 shares of common stock were issued in connection with a partial conversion ($10,800) of a $25,000 face amount promissory note by a third party. Stock Issued for Cash During the six months ended September 30, 2018, the Company issued a total of 3,740,000 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 at $.02 per share, or $74,800, in the aggregate. NOTE 11. 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. Additionally, the Company issued 3,410 shares of its common stock to the third party as a settlement fee. Under the Settlement Agreement, the third party is not permitted, at any time, to own beneficially more than 9.99% of the Company's then-outstanding shares of common stock. The Company initially reserved 300,000 shares of its common stock to provide for issuances made pursuant to the Settlement Agreement. To date, a total of 54,000 shares have been issued in payment of $183,889.50 of the Subject Debts. NOTE 12. REGULATION A OFFERING In December 2017, the Company's Form 1-A filed with the SEC, relating to an offering pursuant to Regulation A under the Securities Act of 1933, as amended, was "qualified" by the SEC. The Company is offering up to 30,000,000 shares of its common stock. As of September 30, 2018, the Company had sold 4,868,800 shares of its common stock pursuant to such offering. NOTE 13. REPURCHASE OF COMMON STOCK In January 2018, the Company consummated a common stock repurchase agreement with TikiLive, Inc., pursuant to which the Company repurchased 50,000 of the shares issued to TikiLive, Inc. in connection with the Company's acquisition of Clikia-LA, in exchange for a $150,000 face amount promissory note. Then, in February 2018, due to certain business conditions affecting TikiLive, Inc., the entire balance of such promissory note was forgiven in full by TikiLive, Inc., for no additional consideration. NOTE 14. SUBSEQUENT EVENTS Stock Issued for Cash Subsequent to September 30, 2018, the Company has issued a total of 5,850,000 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 a total of $111,000 in cash. Stock Issued for Legal Services Rendered In October 2018, the Company issued 15,000,000 shares of common stock to its law firm in payment of $15,000 of legal services. Stock Issued as Additional Consideration In October 2018, the Company issued 5,000,000 shares of common stock as a settle-up (following the July 2018 reverse split) with respect to the Company's previous acquisitions of its LiveSpeed Broadband assets, which shares were valued at $25,000, in the aggregate. Stock Issued for Asset Acquisition In October 2018, the Company issued 20,000,000 shares of common stock to purchase a video archive from David Loflin, a director and CEO of the Company, pursuant to an Archive Purchase Agreement. These shares were valued at $200,000, in the aggregate. In entering to this agreement, the Company's Board of Directors determined that the Company's acquiring the video archive would serve to augment the operations of its Clikia streaming cable television subscription service. The purchased video archive is comprised of over 3,000 television and film titles. -F-6-CLIKIA CORP. CONSOLIDATED BALANCE SHEETS March 31, 2018 and 2017 (unaudited) 3/31/18 3/31/17 _____________ _____________ ASSETS Current assets Cash and cash equivalents $ 272,578 $ 11,197 Prepaid expenses and other current assets 622 622 _____________ _____________ Total current assets 273,200 11,819 _____________ _____________ Other assets Notes receivable - third party 225,000 --- Investment in LiveSpeed Broadband 141,000 --- Investment in Clikia Corp. (Louisiana) subsidiary 13,976 13,976 _____________ _____________ Total intangible assets 379,976 13,976 _____________ _____________ Fixed assets Equipment 1,284 1,284 _____________ _____________ Total fixed assets 1,284 1,284 _____________ _____________ Total assets $ 27,079 $ 246,018 _____________ _____________ _____________ _____________ LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current liabilities Accounts payable - trade $ 172,013 $ --- Loan on open account - third party 30,000 30,000 Notes payable - third parties 489,130 --- Note payable (Schooner Equities) 25,000 25,000 Note payable (Goodkin) 20,000 10,000 Note payable (Murphy) 36,370 48,870 Notes payable (Par Point) 243,250 243,250 _____________ _____________ Total current liabilities 1,015,763 357,120 Stockholders' deficit Preferred stock, $.00001 par value; 5,000,000 shares authorized, 2,000,000 and 20 20 2,0000,000 shares issued and outstanding at March 31, 2018 and 2017, respectively Common stock, $.00001 par value; 950,000,000 shares authorized, 2,034,429 and 20 5 509,629 shares issued and outstanding at March 31, 2018 and 2017, respectively Additional paid-in capital 693,143 35,280 Accumulated deficit (1,054,486) (365,346) _____________ _____________ Total stockholders' deficit $ (361,303) $ (330,041) _____________ _____________ Total liabilities and stockholders' deficit $ 654,460 $ 27,079 _____________ _____________ _____________ _____________ The accompanying notes are an integral part of these unaudited financial statements. -F-7-CLIKIA CORP. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended March 31, 2018 and 2017 (unaudited) Year Ended March 31, ______________________________________ 2018 2017 (unaudited) (unaudited) ______________ ______________ Revenues $ 1,413 $ 200 Operating costs and expenses Operating expenses 693,053 60,407 Impairment charge --- 243,188 ______________ ______________ Total operating expenses 693,053 303,595 ______________ ______________ Operating loss (691,640) (303,595) ______________ ______________ Other income 150,000 --- ______________ ______________ Net loss $ (541,640) $ (303,595) ______________ ______________ ______________ ______________ Net loss per common share Basic and diluted $ (0.46) $ (1.99) ______________ ______________ ______________ ______________ Weighted average number of common shares outstanding: Basic and diluted 1,179,644 155,795 ______________ ______________ ______________ ______________ The accompanying notes are an integral part of these unaudited financial statements. -F-8-CLIKIA CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT For the Years Ended March 31, 2018 and 2017 (unaudited) Preferred Stock Common Stock ______________________________________________________ Additional Accumulated Total Shares Amount Shares Amount Paid-in Capital Deficit Stockholders' Deficit _____________________________________________________________________________________________________________________________________ Balance, March 31, 2016 2,000,000 20 123,029 1 7,004 (61,751) (54,726) Shares issued for consulting --- --- 600 1 299 --- 300 Shares issued for business acquisition --- --- 250,000 1 12,499 --- 12,500 Shares issued for bonus --- --- 20,000 1 9,999 --- 10,000 Shares issued for debt conversions --- --- 116,000 1 5,499 --- 5,480 Net loss --- --- --- --- --- (303,595) (303,595) _____________________________________________________________________________________________________________________________________ Balance, March 31, 2017 2,000,000 20 509,629 5 35,280 (365,346) (330,041) Shares issued for consulting --- --- 12,000 1 9,999 --- 10,000 Repurchase of shares --- --- (50,000) (1) (2,499) (147,500) (150,000) Shares issued in settlement agreement --- --- 54,000 1 41,357 --- 41,358 Shares issued in acquisitions --- --- 10,000 1 19,999 --- 20,000 Shares issued for debt conversions --- --- 70,000 1 17,499 --- 17,500 Shares issued for cash --- --- 1,428,800 12 571,508 --- 571,520 Net loss --- --- --- --- --- (541,640) (541,640) _____________________________________________________________________________________________________________________________________ Balance, March 31, 2018 2,000,000 20 2,034,429 20 693,143 (1,054,486) (361,303) _____________________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________ The accompanying notes are an integral part of these unaudited financial statements. -F-9-CLIKIA CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended March 31, 2018 and 2017 (unaudited) Year Ended March 31, ______________________________________ 3/31/18 3/31/17 ______________ ______________ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (303,041) $ (303,041) Adjustments to reconcile net loss to cash used for operating activities: Impairment charge --- 243,188 Stock issued for services 10,000 10,300 Stock issued in settlement agreement 41,358 --- Note issued for services 25,000 --- Income from debt forgiveness (150,000) --- Original issue discount 21,000 --- Increase in accounts payable 172,013 --- ______________ ______________ Net cash used in operating activities (49,907) (49,907) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash provided by (used in) investing activities --- --- CASH FLOWS FROM FINANCING ACTIVITIES: Stock issued for cash 534,150 --- Note payable - third party, net of original issue discount 270,000 --- Note payable - third party, net of finder's fee 49,500 --- Notes receivable - third party (225,000) --- Notes payable - third party 55,000 35,000 Loan on open account - third party --- 30,000 Loan on open account - related party --- 14,500 Repayment of loan on open account - related party --- (14,500) Advance on open account - related party --- (3,896) ______________ ______________ Net cash provided by (used in) financing activities 683,650 61,104 ______________ ______________ Net increase (decrease) in cash 261,381 10,273 Cash, beginning of year 11,197 924 ______________ ______________ Cash, end of year $ 272,578 $ 11,197 ______________ ______________ ______________ ______________ The accompanying notes are an integral part of these unaudited financial statements. -F-10- CLIKIA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2018 (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. Ultimately, these business efforts were unsuccessful. 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. "Clikia TV" is the Company's subscription-based streaming cable television service delivered via its Clikia App, which is available in the iTunes Store, the Google Play Store, on Amazon and Roku, and via Google Chromecast for any device, and through the Company's interconnected website, www.Clikia.com, that targets consumers who wish to join the "cord-cutting" movement, the movement away from traditional cable television subscriptions. Clikia TV competes in the "over-the-top" content (video) delivery industry. "Over-the-top," or OTT, is the term used to describe the delivery of film and TV content via the internet, without requiring users to subscribe to a traditional cable or satellite pay-TV service, like Comcast, Time Warner Cable or DirecTV. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Clikia-LA. All inter-company accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less. Stock Issued for Services The Company accounts for equity instruments issued in exchange for the receipt of goods or services from persons other than employees in accordance with ASC Topic 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505. Earnings per Share Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period. NOTE 3. 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 4. CHANGE IN CONTROL OF THE COMPANY In September 2016, there occurred a change in control of the Company, when the Company's now-CEO, David Loflin, acquired ownership of RioRoca Holdings, LLC, the owner of (a) 31,754,675 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). This ownership of Company securities provides RioRoca Holdings, LLC with control of the Company. As the owner of RioRoca Holdings, LLC, Mr. Loflin controls the disposition and voting of Company securities owned by RioRoca Holdings, LLC. -F-11- NOTE 5. 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 6. Related-Party Transactions). NOTE 6. RELATED-PARTY TRANSACTIONS 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 CEO, David Loflin, holds a 50% pecuniary interest. Mr. Loflin received no consideration, direct or indirect, in connection with such contributions. In February 2017, the Company acquired Clikia Corp., a Louisiana corporation (Clikia-LA). Pursuant to the acquisition transaction, the Company's CEO, David Loflin, received 75,000,000 shares of the 125,000,000 shares of Company common stock issued in the acquisition transaction. (See Note 9. Acquisitions). 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, 2018, the remaining unpaid principal balance of such promissory note was $36,370. (See Note 5. Extinguishment of Debt and Note 7. Notes Payable). NOTE 7. NOTES PAYABLE 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- urrent market price of the Company's common stock. At March 31, 2018, the remaining unpaid principal balance of such promissory note was $25,000. 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 are 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 at the rate of one share for every $.00166 of debt converted. At March 31, 2018, the remaining unpaid principal balance of such promissory note was $10,000. In June 2018, the entire principal balance plus accrued interest was converted into shares of common stock. (See Note 14. Subsequent Events).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 at the rate of one share for every $.00166 of debt converted. At March 31, 2018, the remaining unpaid principal balance of such promissory note was $10,000. In June 2018, the entire principal balance plus accrued interest was converted into shares of common stock. (See Note 14. Subsequent Events). 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. At March 31, 2018, the remaining unpaid principal balance of each of such promissory notes was $59,065. 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. This promissory note bears interest at 10% per annum, is due in November 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 $30,000. In November 2017, the Company issued a promissory note, face amount $25,000, to a third party, in consideration of consulting services. This promissory note bears interest at 10% per annum, is due in November 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 $25,000. -F-12- 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 $25,000. 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, 2018, the remaining unpaid principal balance of such promissory note was $225,000. 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, 2018, the remaining unpaid principal balance of such promissory note was $18,250. 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. During the year ended March 31, 2018, a total of 35,000,000 shares of common stock were issued in connection with partial conversions of this promissory note, with a total of $17,500.00 of principal balance of this promissory note being extinguished. At March 31, 2018, the remaining unpaid principal balance of such promissory note was $36,370. NOTE 8. 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. NOTE 9. ACQUISITIONS 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 CEO, David Loflin, holds a 50% pecuniary interest. Mr. Loflin received no consideration, direct or indirect, in connection with such contributions. (See Note 6. Related-Party Transactions and Note 7. Notes Payable). In February 2017, the Company acquired Clikia Corp. (Clikia-LA), a Baton Rouge, Louisiana-based OTT video streaming service provider, and adopted the OTT video streaming business plan of Clikia-LA and is currently pursuing such business plan. In connection with such transaction, the Company issued a total of 125,000,000 shares of common stock to the owners of Clikia-LA, including to the Company's CEO and a director, David Loflin, who was issued 75,000,000 shares, and TikiLive, Inc., who was issued 50,000,000 shares. Subsequent to the closing of this transaction in January 2018, the Company entered into a common stock repurchase agreement with TikiLive, Inc., pursuant to which the Company repurchased 25,000,000 of the shares issued to TikiLive, Inc., in exchange for a $150,000 face amount promissory note, which was, thereafter, forgiven in full by TikiLive, Inc. (See Note 6. Related-Party Transactions and Note 13. Repurchase of Common Stock). In December 2015, the Company acquired Squuak.com, a social media and content sharing tool and platform, from Par Point Capital, LLC, in exchange for a $225,000 promissory note. (See Note 7. Notes Payable). -F-13- NOTE 10. CAPITAL STOCK Amendment of Articles of Incorporation In March 2018, the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 3,450,000,000 shares. In November 2017, the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 1,450,000,000 shares. Stock Issued for Services During the year ended March 31, 2018, the Company issued 6,000,000 shares 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. Stock Issued for Cash During the year ended March 31, 2018, the Company issued a total of 714,400,000 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 at $.0008 per share, or $571,520, in the aggregate. NOTE 11. 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. Additionally, the Company issued 1,704,859 shares of its common stock to the third party as a settlement fee. Under the Settlement Agreement, the third party is not permitted, at any time, to own beneficially more than 9.99% of the Company's then-outstanding shares of common stock. The Company initially reserved 150 million shares of its common stock to provide for issuances made pursuant to the Settlement Agreement. To date, a total of 27,000,000 shares have been issued in payment of $183,889.50 of the Subject Debts. NOTE 12. REGULATION A OFFERING In December 2017, the Company's Form 1-A filed with the SEC, relating to an offering pursuant to Regulation A under the Securities Act of 1933, as amended, was "qualified" by the SEC. The Company is offering up to 1,250,000,000 shares of its common stock at an offering price of $.0008 per share. As of March 31, 2018, the Company had sold 714,400,000 of its common stock pursuant to such offering. NOTE 13. REPURCHASE OF COMMON STOCK In January 2018, the Company consummated a common stock repurchase agreement with TikiLive, Inc., pursuant to which the Company repurchased 25,000,000 of the shares issued to TikiLive, Inc. in connection with the Company's acquisition of Clikia-LA, in exchange for a $150,000 face amount promissory note. Then, in February 2018, due to certain business conditions affecting TikiLive, Inc., the entire balance of such promissory note was forgiven in full by TikiLive, Inc., for no additional consideration. NOTE 14. SUBSEQUENT EVENTS In June 2018, a total of 7,554,217 shares of common stock were issued in connection with the full conversion, including accrued interest, of a $10,000 face amount promissory note by a third party, Adam Goodkin.In June 2018, a total of 6,445,783 shares of common stock were issued in connection with the full conversion, including accrued interest, of a $10,000 face amount promissory note by a third party, Adam Goodkin. -F-14- 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) 3.1# Convertible Promissory Note issued to Michael Murphy 3.2# Convertible Promissory Note issued to Par Point Capital, LLC 3.3# Convertible Promissory Note issued to Schooner Equities LLC 3.4# Convertible Promissory Note issued to Adam Goodkin 3.5# Convertible Promissory Note issued to Par Point Capital, LLC 3.6# Promissory Note issued to Godwin Revocable Living Trust, dated September 13, 2010 3.7# Promissory Note issued to Godwin Revocable Living Trust, dated September 13, 2010 3.8* Convertible Promissory Note issued to GPL Ventures LLC 3.9# Promissory Note issued to TikiLive, Inc. 3.10* Convertible Promissory Note issued to GPL Ventures LLC 3.11* Convertible Promissory Note issued to GPL Ventures LLC 3.12* Promissory Note issued to Triumph Ventures Corp., Inc. 4.1* Form of Subscription Agreement 6.1# Securities Purchase Agreement between Clikia Corp. and Typenx Co-Investment, LLC 6.2# Settlement Agreement and Stipulation Clikia Corp. and Continuation Capital, Inc. 6.3# Employment Agreement between Clikia Corp., f/k/a MK Automotive, Inc., and David Loflin 6.4# LLC Interest Purchase Agreement between Clikia Corp. and Godwin Revocable Living Trust, dated September 13, 2010 6.5# LLC Interest Purchase Agreement between Clikia Corp. and Godwin Revocable Living Trust, dated September 13, 2010 6.6# Common Stock Repurchase Agreement between Clikia Corp. and TikiLive, Inc. 6.7* Consulting Agreement between Clikia Corp. and Adam Goodkin 6.8* Consulting Agreement between Clikia Corp. and Triumph Ventures Corp., Inc. 6.9* Archive Purchase Agreement between Clikia Corp. and David Loflin 7.1# Plan and Agreement of Reorganization between Clikia Corp., f/k/a MK Automotive, Inc., and Clikia Corp., a Louisiana corporation 12.1* Opinion re: Legality _______________________________________________________________________________________________________________________________________________________ # Previously filed, SEC File No. 024-10761 * Filed herewith. -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 Baton Rouge, State of Louisiana, on January 14, 2019. CLIKIA CORP. By: /s/ DAVID LOFLIN David Loflin Chief Executive Officer This Offering Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ DAVID LOFLIN David Loflin Chief Executive Officer, Acting Chief Financial Officer, Secretary and Director January 14, 2019 /s/ BRIAN WENDT Brian Wendt Chief Technology Officer and Director January 14, 2019 -III-2-
Document Number 20190011624-86 Filing Date and Time 01/09/2019 11:34 AM Entity Number C15662-2002 Certificate of Amendment (pursuant to NRS 78.385 and 78.390) Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations 1. Name of corporation: Clikia Corp. 2. The articles have been amended as follows: (provide article numbers, if available) Article III A. The Corporation shall have the authority to issue two classes of stock to be designated, respectively, Common Stock and Series A Super Voting Preferred Stock, with a par value of $0.00001 per share. The total number of shares which the Corporation is authorized to issue is three billion nine hundred fifty-five million (3,955,000,000) shares: three billion nine hundred fifty million (3,950,000,000) shares shall be Common Stock and five million (5,000,000) shares shall be Series A Super Voting Preferred Stock. B. The Series A Super Voting Preferred Stock shall have the following preferences, powers, designations and other special rights: *SEE ATTACHED* 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 99% 4. Effective date and time of filing: (optional) Date: Time: 5. Signature: (required) X /s/ DAVID LOFLIN Signature of Officer * If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. ATTACHMENT (1) Voting. Holders of the Series A Super Voting Preferred Stock have five hundred (500) times that number of votes on all matters submitted to the shareholders that each shareholder of the Corporation's Common Stock (rounded to the nearest whole number) is entitled to vote at each meeting of shareholders of the Corporation (and written actions of shareholder in lieu of meetings) with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration. Holders of the Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock as a single class. (2) Dividends. Holders of Series A Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Corporation's common stock. Dividends paid to holders of the Series A Super Voting Preferred Stock, if any, shall be at the discretion of the Board of Directors. (3) Liquidation Preference. Upon the liquidation, dissolution and winding up of the Corporation, whether voluntary or involuntary, holders of the Series A Super Voting Preferred Stock shall not be entitled to receive any of the assets of the Corporation. (4) No Conversion. The shares of Series A Super Voting Preferred Stock are not convertible into shares of the Company's common stock. (5) Vote to Change the Terms of, or to Issue, Series A Super Voting Preferred Stock. The affirmative vote at a meeting duly called for such purpose, or the Written consent Without a meeting, of the holders of not less than fifty-one percent (51%) of the then-outstanding shares of Series A Super Voting Preferred Stock shall be required for (a) any change to the Corporation's Articles of Incorporation that would amend, alter, change or repeal any of the preferences, limitation or relative rights of the Series A Super Voting Preferred Stock or (b) any issuance of additional shares of Series A Super Voting Preferred Stock. (6) Record Owner. The Corporation may deem the person in whose name shares of Series A Super Voting Preferred Stock shall be registered upon the registry books of the Corporation to be, and may treat him as, the absolute owner of the Series A Super Voting Preferred Stock for all purposes, and the Corporation shall not be affected by any notice to the contrary. (7) Register. The Corporation shall maintain a register for the registration of the Series A Super Voting Preferred Stock. Upon the transfer of shares of Series A Super Voting Preferred Stock in accordance with the provisions hereof, the Corporation shall register such transfer on the register of the Series A Super Voting Preferred Stock.
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 1 to the Convertible Promissory Note dated as of November 1, 2017 (the "Amendment") between GPL Ventures LLC, a Delaware limited liability company ("GPL"), and Clikia Corp., a Nevada corporation (the "Company") (collectively, the "Parties," and each, a "Party") is made effective as of December 31, 2018 (the "Effective Date"). WHEREAS, GPL and the Company have entered into the Convertible Promissory Note dated November 1, 2018 in the principal amount of $30,000.00 (the "Existing Note"); and WHEREAS, the Parties hereto now desire to amend the Existing Note to modify the definition of Conversion Price in Section 2.2; NOW THEREFORE, in consideration of the foregoing promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto, the Parties hereto agree as follows: 1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement. 2. Amendments to the Existing Agreement. As of the Effective Date (defined above), the last paragraph of Section 2.2 of the Existing Agreement is hereby deleted in its entirely and replaced with the following: "Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall equal to $0.00005, 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. The Conversion Price shall not be subject to adjustment for reverse stock splits of the Company's common stock." 3. Effective Date. This Amendment will become effective on the Effective Date. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provisions of the Existing Agreement (or of any other Transaction Document) or as a waiver of or consent to any future or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Existing Agreement to "this Agreement," "the Agreement," "hereunder," "hereof," "herein," or works of like import and each reference to the Existing Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement or Transaction Documents will mean and be a reference to the Existing Agreement as amended by this Amendment. 4. Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (a)It has the full right, power, and authority to enter into this Amendment and to perform its obligations hereunder and under the Existing Agreement as amended by this Amendment. (b)The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary action on the part of such Party. (c)This Amendment has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity. 5. Miscellaneous. (a) This Amendment is governed by and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions of such State. (b) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns. (c) The headings in this Amendment are for convenience of reference only and do not affect the interpretation of this Amendment. (d) This Amendment may be executed in any number of counterparts, each of which is deemed an original, but all of which constitute on and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment. (e) This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. Company: Clikia Corp. /s/ DAVID LOFLIN Name: Davd Loflin Title:CEO Date: January 2, 2019 GPL Ventures LLC /s/ ALEXANDER DILLON Name: Alexander Dillon Title: Partner Date: January 2, 2019 --------------------------------------------------------------------------------------------------------------------------------------------------- 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: $30,000.00 Issue Date: November 1, 2017 Maturity Date: November 1, 2018 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 Thirty Thousand Dollars ($30,000.00). 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 November 1, 2018 (the "Maturity Date"). c. 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. d. In the event that the Maker raises funds in a qualified offering (an "Offering"), including a Regulation A+ offering qualified by the SEC, or any other equity offering, the Maker shall be required to first repay this Note before using the Offering proceeds for any other use. Section 1.3 This Note is issued solely for value received, paid by Holder to Maker by wire ("Consideration"). The Principal Amount due to Holder shall be prorated based on the consideration actually paid by Holder to Maker, such that the Maker is only required to repay the amount of consideration and the Maker is not required to repay any unfunded portion of this Note. ARTICLE II. CONVERSION RIGHTS; CONVERSION PRICE Section 2.1 Conversion. The Holder or its assigns shall have the right, from time to time, commencing on the Issuance Date of this Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares of Common Stock of the Maker (the "Notice Shares") at the Conversion Price determined as provided herein. Promptly after delivery to Maker of a Notice of Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any other form provided by the Holder, properly completed and duly executed by the Holder or its assigns (a "Conversion Notice"), the Maker shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion of this Note to be converted as shall be determined in accordance herewith. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes, mails or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion shall be made to the address specified by the Holder or its assigns in the Notice of Conversion. Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall equal Fifty Percent (50%) 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 Maker shall deliver an estimated number of shares ("Estimated Shares") to Holder's brokerage account equal to the Conversion Amount divided by 50% 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 Maker must immediately deliver enough shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that Conversion Amount. "Trading Price" means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Section 2.3. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Maker shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Maker), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Maker, then Holder shall have the right thereafter to receive, upon conversion of this Note, the number of shares of common stock of the successor or acquiring corporation or of the Maker, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock into which this Note is convertible immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Maker) shall expressly asAmounte the due and punctual observance and performance of each and every covenant and condition of this Note to be performed and observed by the Maker and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Maker) in order to provide for adjustments of the number of shares of common stock into which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 2.3(a). For purposes of this Section 2.3(a), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 2.3(a) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. Section 2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act"). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect. Section 2.5. Reservation of Common Stock. (a) The Maker covenants that during the period the Note is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon the conversion of this Note above the amount payable therefor upon such conversion immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price. (e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares of Common Stock. Section 2.6. Maximum Conversion. The Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in connection with that number of shares of Common Stock which would be in excess of the Amount of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on Conversation Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Maker on such Conversion Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. ARTICLE III. REPRESENTATIONS AND WARRANTIES Section 3.1. The Holder represents and warrants to the Maker: (a) The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of the Act or any application state securities laws or similar laws relating to the sale of securities; (b) That Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions from the registration provisions of the Act and any continued reliance on such exemption is predicated on the representations of the Holder set forth herein; (c) Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Holder's net worth, and Holder's investment in this Note will not cause such overall commitment to become excessive; (d) Holder is an "accredited investor" (as defined in Regulation D promulgated under the Act) and the Holder's total investment in this Note does not exceed 10% of the Holder's net worth; and (e) Holder recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their entire investment should consider investing in the Maker and this Note. Section 3.2 The Maker represents and warrants to Holder: (a) Organization and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Maker or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the Maker owns, directly or indirectly, any equity or other ownership interest. (b) Authorization; Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the execution and delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable upon conversion or exercise hereof) have been duly authorized by the Maker's Board of Directors and no further consent or authorization of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and delivered by the Maker by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note constitutes, a legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms. (c) Issuance of Shares. The Notice Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Maker and will not impose personal liability upon the holder thereof. (d) Acknowledgment of Dilution. The Maker understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Notice Shares upon conversion of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon conversion of this Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Maker. (e) Acknowledgement of Current Financial Statements. The Maker acknowledges that during the existence of this Note, it will not be late or delinquent in filing its financial statements with the requisite reporting bodies. ARTICLE IV. EVENTS OF DEFAULT Section 4.1. Default. The following events shall be defaults under this Note: ("Events of Default"): (a) default in the due and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount or such part thereof shall become due and payable hereunder, including failure to repay pursuant to an Offering as per Section 1.2; or (b) failure on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the part of the Maker contained herein (other than those covered by clause (a) above) for a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy the same, shall have been given by the Holder by registered or certified mail, return receipt requested, to the Maker; or (c) any representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading in any material respect; provided, however, that such failure shall not result in an Event of Default to the extent it is corrected by the Maker within a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy same, shall have been given by the Holder by registered or certified mail, return receipt requested; or (d) any of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, the "Bankruptcy Law"): (A) commencement of a voluntary case or proceeding, (B) consent to the entry of an order for relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (each, a "Custodian"), of it or for all or substantially all of its property, (D) a general assignment for the benefit of its creditors, or (E) admission in writing its inability to pay its debts as the same become due; or (e) entry by a court of competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in an involuntary case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders the liquidation of the Maker, and such order or decree remains unstayed and in effect for 60 days. Section 4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note or at any time before default when the Holder reasonably feels insecure, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights and remedies: a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately due and payable. b. Pursue any other rights or remedies available to Holder at law or in equity. c. The Holder shall receive Liquidated Damages of $500 per day per Event of Default the Maker is in Default pursuant to this Note. Section 4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys' fees and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note or in attempting to collect or enforce this Note. Section 4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law, and every such right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder. Section 4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Section 4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided herein. ARTICLE V. MISCELLANEOUS Section 5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be One Penn Plaza, Suite 6196, New York, NY 10119; and the address of the Maker shall be 7117 Florida Blvd, Ste 203, Baton Rouge, LA 70809. Both the Holder or its assigns and the Maker may change the address for service by delivery of written notice to the other as herein provided. Section 5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker and the Holder. Section 5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only be transferable in whole subject to the restrictions contained in the restrictive legend on the first page of this Note. Section 5.4. Governing Law. This Note shall be governed by the internal laws of the State of New York, without regard to conflicts of laws principles. Section 5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note, if mutilated, the Maker will make and deliver a new Note of like tenor. Section 5.6. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof. Section 5.7. Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. Section 5.8. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section. Section 5.9. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument. Section 5.10. Right of First Refusal. Unless it shall have first delivered to the Holder, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing the Holder an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "Right of First Refusal") (and subject to the exceptions described below), the Maker will not conduct any equity financing (including Regulation A+ offerings, or including debt with an equity component) ("Future Offerings") during the period beginning on the Closing Date and ending two (two) years following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Holder concerning the proposed Future Offering, the Maker shall deliver a new notice to the Holder describing the amended terms and conditions of the proposed Future Offering and the Holder thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Maker. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Maker's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Maker stock option or restricted stock plan approved by the shareholders of the Maker. This Right of First Refusal shall include any Regulation A+ offerings qualified by the Maker, and the Holder shall have the Right of First Refusal on all subscription agreements presented to the Maker. 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. By: /s/ David Loflin Its: CEO Acknowledged and Agreed: GPL Ventures LLC By: /s/ Alexander Dillon Its: Partner EXHIBIT 1 CONVERSION NOTICE ________________________________________________________________________ (To be executed by the Holder in order to Convert the Note) TO: The undersigned hereby irrevocably elects to convert US$ ________ of the Principal Amount of the above Note into Shares of Common Stock of Clikia Corp., according to the conditions stated therein, as of the Conversion Date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Maker in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. Conversion Date: ___________________________________________ Applicable Conversion Price: $____________ Signature: ___________________________________________ Name: ___________________________________________ Address: ___________________________________________ ___________________________________________ Tax I.D. or Soc. Sec. No: ___________________________________________ Principal Amount to be converted: US$________________________________________ Amount of Note unconverted: US$________________________________________ Number of shares of Common Stock to be issued: ________________________ Insert Checks / Proof of Wire Here CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF CLIKIA CORP. We, the undersigned, do hereby certify that at a meeting of the Board of Directors of Clikia Corp., a Nevada corporation organized under the laws of the State of Nevada (the "Corporation"), duly held on November 1, 2017 at the offices of the Corporation, which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect: WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Convertible Promissory Note dated November 1, 2017 (the "Note"), in the aggregate principal amounts of $26,027.40 (the "Note"), convertible into shares of common stock, par value $0.001 per share, of the Maker (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with Pacific Stock Transfer Co. the Corporation's transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note; the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of Pacific Stock Transfer Co. for all loss, liability, or expense in carrying out the authority and direction contained in the irrevocable letter agreement (the "Letter Agreement"); NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion of the holder of the Note) without any further action or confirmation by the Corporation; (iii) hereby authorizes the issuance of such number of shares as will be necessary to fully convert the note under its terms, including issuances subsequent to the initial conversion and/or those due under Section 2.2 of the Note, and any such shares shall be considered fully paid and non-assessable at the time of their issuance and (iv) the Corporation indemnifies Pacific Stock Transfer Co., liability, or expense in carrying out the authority and direction contained in the Letter Agreement: RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions: The undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by-laws and the laws of the State of Nevada, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect. IN WITNESS WHEREOF, We have hereunto set our hands as CEO and Members of the Board of Directors of the Corporation. Dated: ________________ Members of the Board: ________________________ Title: ________________________ Title: ________________________ Title: ________________________ Title:
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 1 to the Convertible Promissory Note dated as of December 1, 2017 (the "Amendment") between GPL Ventures LLC, a Delaware limited liability company ("GPL"), and Clikia Corp., a Nevada corporation (the "Company") (collectively, the "Parties," and each, a "Party") is made effective as of December 31, 2018 (the "Effective Date"). WHEREAS, GPL and the Company have entered into the Convertible Promissory Note dated December 1, 2018 in the principal amount of $25,000.00 (the "Existing Note"); and WHEREAS, the Parties hereto now desire to amend the Existing Note to modify the definition of Conversion Price in Section 2.2; NOW THEREFORE, in consideration of the foregoing promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto, the Parties hereto agree as follows: 1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement. 2. Amendments to the Existing Agreement. As of the Effective Date (defined above), the last paragraph of Section 2.2 of the Existing Agreement is hereby deleted in its entirely and replaced with the following: "Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall equal to $0.00005, 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. The Conversion Price shall not be subject to adjustment for reverse stock splits of the Company's common stock." 3. Effective Date. This Amendment will become effective on the Effective Date. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provisions of the Existing Agreement (or of any other Transaction Document) or as a waiver of or consent to any future or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Existing Agreement to "this Agreement," "the Agreement," "hereunder," "hereof," "herein," or works of like import and each reference to the Existing Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement or Transaction Documents will mean and be a reference to the Existing Agreement as amended by this Amendment. 4. Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (a)It has the full right, power, and authority to enter into this Amendment and to perform its obligations hereunder and under the Existing Agreement as amended by this Amendment. (b)The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary action on the part of such Party. (c)This Amendment has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity. 5. Miscellaneous. (a) This Amendment is governed by and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions of such State. (b) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns. (c) The headings in this Amendment are for convenience of reference only and do not affect the interpretation of this Amendment. (d) This Amendment may be executed in any number of counterparts, each of which is deemed an original, but all of which constitute on and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment. (e) This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. Company: Clikia Corp. /s/ DAVID LOFLIN Name: Davd Loflin Title:CEO Date: January 2, 2019 GPL Ventures LLC /s/ ALEXANDER DILLON Name: Alexander Dillon Title: Partner Date: January 2, 2019 --------------------------------------------------------------------------------------------------------------------------------------------------- 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: $25,000.00 Issue Date: December 1, 2017 Maturity Date: December 1, 2018 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 Twenty-Five Thousand Dollars ($25,000.00). 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 November 1, 2018 (the "Maturity Date"). c. 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. d. In the event that the Maker raises funds in a qualified offering (an "Offering"), including a Regulation A+ offering qualified by the SEC, or any other equity offering, the Maker shall be required to first repay this Note before using the Offering proceeds for any other use. Section 1.3 This Note is issued solely for value received, paid by Holder to Maker by wire ("Consideration"). The Principal Amount due to Holder shall be prorated based on the consideration actually paid by Holder to Maker, such that the Maker is only required to repay the amount of consideration and the Maker is not required to repay any unfunded portion of this Note. ARTICLE II. CONVERSION RIGHTS; CONVERSION PRICE Section 2.1 Conversion. The Holder or its assigns shall have the right, from time to time, commencing on the Issuance Date of this Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares of Common Stock of the Maker (the "Notice Shares") at the Conversion Price determined as provided herein. Promptly after delivery to Maker of a Notice of Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any other form provided by the Holder, properly completed and duly executed by the Holder or its assigns (a "Conversion Notice"), the Maker shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion of this Note to be converted as shall be determined in accordance herewith. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes, mails or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion shall be made to the address specified by the Holder or its assigns in the Notice of Conversion. Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall equal Fifty Percent (50%) 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 Maker shall deliver an estimated number of shares ("Estimated Shares") to Holder's brokerage account equal to the Conversion Amount divided by 50% 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 Maker must immediately deliver enough shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that Conversion Amount. "Trading Price" means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Section 2.3. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Maker shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Maker), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Maker, then Holder shall have the right thereafter to receive, upon conversion of this Note, the number of shares of common stock of the successor or acquiring corporation or of the Maker, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock into which this Note is convertible immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Maker) shall expressly asAmounte the due and punctual observance and performance of each and every covenant and condition of this Note to be performed and observed by the Maker and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Maker) in order to provide for adjustments of the number of shares of common stock into which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 2.3(a). For purposes of this Section 2.3(a), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 2.3(a) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. Section 2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act"). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect. Section 2.5. Reservation of Common Stock. (a) The Maker covenants that during the period the Note is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon the conversion of this Note above the amount payable therefor upon such conversion immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price. (e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares of Common Stock. Section 2.6. Maximum Conversion. The Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in connection with that number of shares of Common Stock which would be in excess of the Amount of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on Conversation Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Maker on such Conversion Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. ARTICLE III. REPRESENTATIONS AND WARRANTIES Section 3.1. The Holder represents and warrants to the Maker: (a) The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of the Act or any application state securities laws or similar laws relating to the sale of securities; (b) That Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions from the registration provisions of the Act and any continued reliance on such exemption is predicated on the representations of the Holder set forth herein; (c) Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Holder's net worth, and Holder's investment in this Note will not cause such overall commitment to become excessive; (d) Holder is an "accredited investor" (as defined in Regulation D promulgated under the Act) and the Holder's total investment in this Note does not exceed 10% of the Holder's net worth; and (e) Holder recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their entire investment should consider investing in the Maker and this Note. Section 3.2 The Maker represents and warrants to Holder: (a) Organization and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Maker or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the Maker owns, directly or indirectly, any equity or other ownership interest. (b) Authorization; Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the execution and delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable upon conversion or exercise hereof) have been duly authorized by the Maker's Board of Directors and no further consent or authorization of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and delivered by the Maker by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note constitutes, a legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms. (c) Issuance of Shares. The Notice Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Maker and will not impose personal liability upon the holder thereof. (d) Acknowledgment of Dilution. The Maker understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Notice Shares upon conversion of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon conversion of this Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Maker. (e) Acknowledgement of Current Financial Statements. The Maker acknowledges that during the existence of this Note, it will not be late or delinquent in filing its financial statements with the requisite reporting bodies. ARTICLE IV. EVENTS OF DEFAULT Section 4.1. Default. The following events shall be defaults under this Note: ("Events of Default"): (a) default in the due and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount or such part thereof shall become due and payable hereunder, including failure to repay pursuant to an Offering as per Section 1.2; or (b) failure on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the part of the Maker contained herein (other than those covered by clause (a) above) for a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy the same, shall have been given by the Holder by registered or certified mail, return receipt requested, to the Maker; or (c) any representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading in any material respect; provided, however, that such failure shall not result in an Event of Default to the extent it is corrected by the Maker within a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy same, shall have been given by the Holder by registered or certified mail, return receipt requested; or (d) any of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, the "Bankruptcy Law"): (A) commencement of a voluntary case or proceeding, (B) consent to the entry of an order for relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (each, a "Custodian"), of it or for all or substantially all of its property, (D) a general assignment for the benefit of its creditors, or (E) admission in writing its inability to pay its debts as the same become due; or (e) entry by a court of competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in an involuntary case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders the liquidation of the Maker, and such order or decree remains unstayed and in effect for 60 days. Section 4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note or at any time before default when the Holder reasonably feels insecure, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights and remedies: a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately due and payable. b. Pursue any other rights or remedies available to Holder at law or in equity. c. The Holder shall receive Liquidated Damages of $500 per day per Event of Default the Maker is in Default pursuant to this Note. Section 4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys' fees and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note or in attempting to collect or enforce this Note. Section 4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law, and every such right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder. Section 4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Section 4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided herein. ARTICLE V. MISCELLANEOUS Section 5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be One Penn Plaza, Suite 6196, New York, NY 10119; and the address of the Maker shall be 7117 Florida Blvd, Ste 203, Baton Rouge, LA 70809. Both the Holder or its assigns and the Maker may change the address for service by delivery of written notice to the other as herein provided. Section 5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker and the Holder. Section 5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only be transferable in whole subject to the restrictions contained in the restrictive legend on the first page of this Note. Section 5.4. Governing Law. This Note shall be governed by the internal laws of the State of New York, without regard to conflicts of laws principles. Section 5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note, if mutilated, the Maker will make and deliver a new Note of like tenor. Section 5.6. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof. Section 5.7. Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. Section 5.8. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section. Section 5.9. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument. Section 5.10. Right of First Refusal. Unless it shall have first delivered to the Holder, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing the Holder an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the "Right of First Refusal") (and subject to the exceptions described below), the Maker will not conduct any equity financing (including Regulation A+ offerings, or including debt with an equity component) ("Future Offerings") during the period beginning on the Closing Date and ending two (two) years following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Holder concerning the proposed Future Offering, the Maker shall deliver a new notice to the Holder describing the amended terms and conditions of the proposed Future Offering and the Holder thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Maker. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Maker's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Maker stock option or restricted stock plan approved by the shareholders of the Maker. This Right of First Refusal shall include any Regulation A+ offerings qualified by the Maker, and the Holder shall have the Right of First Refusal on all subscription agreements presented to the Maker. 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. By: /s/ David Loflin Its: CEO Acknowledged and Agreed: GPL Ventures LLC By: /s/ Alexander Dillon Its: Partner EXHIBIT 1 CONVERSION NOTICE ________________________________________________________________________ (To be executed by the Holder in order to Convert the Note) TO: The undersigned hereby irrevocably elects to convert US$ ________ of the Principal Amount of the above Note into Shares of Common Stock of Clikia Corp., according to the conditions stated therein, as of the Conversion Date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Maker in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. Conversion Date: ___________________________________________ Applicable Conversion Price: $____________ Signature: ___________________________________________ Name: ___________________________________________ Address: ___________________________________________ ___________________________________________ Tax I.D. or Soc. Sec. No: ___________________________________________ Principal Amount to be converted: US$________________________________________ Amount of Note unconverted: US$________________________________________ Number of shares of Common Stock to be issued: ________________________ Insert Checks / Proof of Wire Here CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF CLIKIA CORP. We, the undersigned, do hereby certify that at a meeting of the Board of Directors of Clikia Corp., a Nevada corporation organized under the laws of the State of Nevada (the "Corporation"), duly held on November 1, 2017 at the offices of the Corporation, which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect: WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Convertible Promissory Note dated November 1, 2017 (the "Note"), in the aggregate principal amounts of $26,027.40 (the "Note"), convertible into shares of common stock, par value $0.001 per share, of the Maker (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with Pacific Stock Transfer Co. the Corporation's transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note; the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of Pacific Stock Transfer Co. for all loss, liability, or expense in carrying out the authority and direction contained in the irrevocable letter agreement (the "Letter Agreement"); NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion of the holder of the Note) without any further action or confirmation by the Corporation; (iii) hereby authorizes the issuance of such number of shares as will be necessary to fully convert the note under its terms, including issuances subsequent to the initial conversion and/or those due under Section 2.2 of the Note, and any such shares shall be considered fully paid and non-assessable at the time of their issuance and (iv) the Corporation indemnifies Pacific Stock Transfer Co., liability, or expense in carrying out the authority and direction contained in the Letter Agreement: RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions: The undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by-laws and the laws of the State of Nevada, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect. IN WITNESS WHEREOF, We have hereunto set our hands as CEO and Members of the Board of Directors of the Corporation. Dated: ________________ Members of the Board: ________________________ Title: ________________________ Title: ________________________ Title: ________________________ Title:
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: $100,000.00 Issue Date: January 3, 2019 Maturity Date: January 3, 2020 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 Thousand Dollars ($100,000.00). 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 January 3, 2020 (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 Holder intends to send the Maker $25,000 via wire transfer (the "Initial Consideration") within five days of the execution of this Note. The Principal Amount due to Holder shall be prorated based on the consideration actually paid by Holder to Maker, such that the Maker is only required to repay the amount of consideration and the Maker is not required to repay any unfunded portion of this Note. ARTICLE II. CONVERSION RIGHTS; CONVERSION PRICE Section 2.1 Conversion. The Holder or its assigns shall have the right, from time to time, commencing on the Issuance Date of this Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares of Common Stock of the Maker (the "Notice Shares") at the Conversion Price determined as provided herein. Promptly after delivery to Maker of a Notice of Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any other form provided by the Holder, properly completed and duly executed by the Holder or its assigns (a "Conversion Notice"), the Maker shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion of this Note to be converted as shall be determined in accordance herewith. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes, mails or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion shall be made to the address specified by the Holder or its assigns in the Notice of Conversion. Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall be equal to $0.00005, 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. The Conversion Price shall not be adjustable for reverse stock splits. Section 2.3. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Maker shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Maker), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Maker, then Holder shall have the right thereafter to receive, upon conversion of this Note, the number of shares of common stock of the successor or acquiring corporation or of the Maker, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock into which this Note is convertible immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Maker) shall expressly asAmounte the due and punctual observance and performance of each and every covenant and condition of this Note to be performed and observed by the Maker and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Maker) in order to provide for adjustments of the number of shares of common stock into which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 2.3(a). For purposes of this Section 2.3(a), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 2.3(a) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. Section 2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act"). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering such securities is in effect. Section 2.5. Reservation of Common Stock. (a) The Maker covenants that during the period the Note is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted). (b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon the conversion of this Note above the amount payable therefor upon such conversion immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note. (c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder. (d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price. (e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. (f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares of Common Stock. Section 2.6. Maximum Conversion. The Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in connection with that number of shares of Common Stock which would be in excess of the Amount of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on Conversation Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. ARTICLE III. REPRESENTATIONS AND WARRANTIES Section 3.1. The Holder represents and warrants to the Maker: (a) The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of the Act or any application state securities laws or similar laws relating to the sale of securities; (b) That Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions from the registration provisions of the Act and any continued reliance on such exemption is predicated on the representations of the Holder set forth herein; (c) Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Holder's net worth, and Holder's investment in this Note will not cause such overall commitment to become excessive; (d) Holder is an "accredited investor" (as defined in Regulation D promulgated under the Act) and the Holder's total investment in this Note does not exceed 10% of the Holder's net worth; and (e) Holder recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their entire investment should consider investing in the Maker and this Note. Section 3.2 The Maker represents and warrants to Holder: (a) Organization and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Maker or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the Maker owns, directly or indirectly, any equity or other ownership interest. (b) Authorization; Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the execution and delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable upon conversion or exercise hereof) have been duly authorized by the Maker's Board of Directors and no further consent or authorization of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and delivered by the Maker by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note constitutes, a legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms. (c) Issuance of Shares. The Notice Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Maker and will not impose personal liability upon the holder thereof. (d) Acknowledgment of Dilution. The Maker understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Notice Shares upon conversion of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon conversion of this Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Maker. (e) Acknowledgement of Current Financial Statements. The Maker acknowledges that during the existence of this Note, it will not be late or delinquent in filing its financial statements with the requisite reporting bodies. ARTICLE IV. EVENTS OF DEFAULT Section 4.1. Default. The following events shall be defaults under this Note: ("Events of Default"): (a) default in the due and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount or such part thereof shall become due and payable hereunder; or (b) failure on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the part of the Maker contained herein (other than those covered by clause (a) above) for a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy the same, shall have been given by the Holder by registered or certified mail, return receipt requested, to the Maker; or (c) any representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading in any material respect; provided, however, that such failure shall not result in an Event of Default to the extent it is corrected by the Maker within a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy same, shall have been given by the Holder by registered or certified mail, return receipt requested; or (d) any of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, the "Bankruptcy Law"): (A) commencement of a voluntary case or proceeding, (B) consent to the entry of an order for relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (each, a "Custodian"), of it or for all or substantially all of its property, (D) a general assignment for the benefit of its creditors, or (E) admission in writing its inability to pay its debts as the same become due; or (e) entry by a court of competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in an involuntary case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders the liquidation of the Maker, and such order or decree remains unstayed and in effect for 60 days. Section 4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note or at any time before default when the Holder reasonably feels insecure, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights and remedies: a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately due and payable. b. Pursue any other rights or remedies available to Holder at law or in equity. c. The Holder shall receive Liquidated Damages of $500 per day per Event of Default the Maker is in Default pursuant to this Note. Section 4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys' fees and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note or in attempting to collect or enforce this Note. Section 4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law, and every such right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder. Section 4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Section 4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided herein. ARTICLE V. MISCELLANEOUS Section 5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be One Penn Plaza, Suite 6196, New York, NY 10119; and the address of the Maker shall be 7117 Florida Blvd, Ste 203, Baton Rouge, LA 70809. Both the Holder or its assigns and the Maker may change the address for service by delivery of written notice to the other as herein provided. Section 5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker and the Holder. Section 5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only be transferable in whole subject to the restrictions contained in the restrictive legend on the first page of this Note. Section 5.4. Governing Law. This Note shall be governed by the internal laws of the State of New York, without regard to conflicts of laws principles. Section 5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note, if mutilated, the Maker will make and deliver a new Note of like tenor. Section 5.6. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof. Section 5.7. Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. Section 5.8. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section. Section 5.9. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument. IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Maker as executed this Note as of the date first written above. Clikia Corp. By: /s/ David Loflin Its: CEO Acknowledged and Agreed: GPL Ventures LLC By: /s/ Alexander Dillon Its: Partner EXHIBIT 1 CONVERSION NOTICE ________________________________________________________________________ (To be executed by the Holder in order to Convert the Note) TO: The undersigned hereby irrevocably elects to convert US$ ________ of the Principal Amount of the above Note into Shares of Common Stock of Clikia Corp., according to the conditions stated therein, as of the Conversion Date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Maker in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. Conversion Date: ___________________________________________ Applicable Conversion Price: $____________ Signature: ___________________________________________ Name: ___________________________________________ Address: ___________________________________________ ___________________________________________ Tax I.D. or Soc. Sec. No: ___________________________________________ Principal Amount to be converted: US$________________________________________ Amount of Note unconverted: US$________________________________________ Number of shares of Common Stock to be issued: ________________________ Insert Checks / Proof of Wire Here CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF CLIKIA CORP. We, the undersigned, do hereby certify that at a meeting of the Board of Directors of Clikia Corp., a Nevada corporation organized under the laws of the State of Nevada (the "Corporation"), duly held on January 3, 2019 at the offices of the Corporation, which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect: WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Convertible Promissory Note dated January 3, 2019 (the "Note"), in the aggregate principal amounts of (the "Note"), convertible into shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with Pacific Stock Transfer Co. the Corporation's transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note; the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of Pacific Stock Transfer Co. for all loss, liability, or expense in carrying out the authority and direction contained in the irrevocable letter agreement (the "Letter Agreement"); NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion of the holder of the Note) without any further action or confirmation by the Corporation; (iii) hereby authorizes the issuance of such number of shares as will be necessary to fully convert the note under its terms, including issuances subsequent to the initial conversion and/or those due under Section 2.2 of the Note, and any such shares shall be considered fully paid and non-assessable at the time of their issuance and (iv) the Corporation indemnifies Pacific Stock Transfer Co., liability, or expense in carrying out the authority and direction contained in the Letter Agreement: RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions: The undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by-laws and the laws of the State of Nevada, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect. IN WITNESS WHEREOF, We have hereunto set our hands as CEO and Members of the Board of Directors of the Corporation. Dated: ________________ Members of the Board: ________________________ Title: ________________________ Title: ________________________ Title: ________________________ Title:
THESE SECURITIES, INCLUDING THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS. PROMISSORY NOTE $6,000.00 January 2, 2019 FOR VALUE RECEIVED, the undersigned, Clikia Corp., a Nevada corporation ("Maker"), promises, pursuant to the terms of this Promissory Note (the "Note"), to pay to Triumph Ventures Corp., Inc. ("Payee") (Payee and any subsequent holders hereof are hereinafter referred to collectively as "Holder"), at such place, or places, as Holder may designate to Maker in writing from time to time, the amount of Six Thousand and no/100 Dollars ($6,000.00), together with interest thereon at the rate of ten percent (10%) per annum until paid, which shall be due and payable on or before February 28, 2019. The principal and accrued interest amounts hereunder may be prepaid in whole or in part prior to any demand, at any time and from time to time, without premium or penalty. All payments due pursuant to this Note shall be made in lawful money of the United States of America in immediately available funds, at the address of Payee indicated above, or such other place as Holder shall designate in writing to Maker. If any payment on this Note shall become due on a day which is not a Business Day (as hereinafter defined), such payment shall be made on the next succeeding Business Day and any payment made pursuant to the foregoing shall not be deemed late for purposes of assessing interest pursuant to the preceding paragraph. As used herein, the term "Business Day" shall mean any day other than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed. As used herein, the terms "Maker" and "Payee" shall be deemed to include their respective successors, legal representatives, and assigns, whether by voluntary action of the parties or by operation of law. In the event this Note is placed in the hands of an attorney for collection, or if Holder incurs any costs incident to the collection of the indebtedness evidenced hereby, Maker and any endorsers hereof agree to pay to Holder an amount equal to all such costs, including without limitation all reasonable attorneys' fees and all court costs. This Note shall be the obligation of all Makers, endorsers, guarantors and sureties, if any, as may exist now or hereafter in addition to Maker, and shall be binding upon them and their respective heirs, administrators, executors, legal representatives, successors, and assigns and shall inure to the benefit of Payee and his heirs, administrators, executors, legal representatives, successors and assigns. Notwithstanding any provision to the contrary contained herein or in any other document, it is expressly provided that in no case or event shall the aggregate of any amounts accrued or paid pursuant to this Note or any other document which, under applicable laws, are or may be deemed to constitute interest, ever exceed the maximum non-usurious interest rate permitted by applicable Nevada or federal laws, whichever permit the lower rate. In this connection, Maker and Payee stipulate and agree that it is their common and overriding intent to contract in strict compliance with applicable usury laws. In furtherance thereof, none of the terms of this Note shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum rate permitted by applicable laws. Maker shall never be liable for interest in excess of the maximum rate permitted by applicable laws. If, for any reason whatever, such interest paid or received during the full term of the applicable indebtedness produces a rate which exceeds the maximum rate permitted by applicable laws, Holder shall credit against the principal of such indebtedness (or, if such indebtedness shall have been paid in full, shall refund to the payor of such interest) such portion of said interest as shall be necessary to cause the interest paid to produce a rate equal to the maximum rate permitted by applicable laws. All sums paid or agreed to be paid to Payee for the use, forbearance, or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full term of the applicable indebtedness. The provisions of this paragraph shall control all agreements, whether now or hereafter existing and whether written or oral, between Maker and Payee. This Promissory Note and all other written agreements executed in connection herewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. CLIKIA CORP. By: /s/ DAVID LOFLIN David Loflin President and CEO
SUBSCRIPTION AGREEMENT Clikia Corp. Background Clikia Corp., a Nevada corporation (the "Company"), is offering up to 1,000,000,000 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 _______, 2019 (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: subscriptions@clikiarega.com, or by fax to: 877-796-3934. 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. ________________________ 7117 Florida Boulevard ________________________ Suite 206 ________________________ Baton Rouge, Louisiana 70806 ________________________ 800-584-3808 ________________________ You should examine the suitability of this type of investment in the context of your needs, investment objectives and financial capabilities and you should make an independent investigation and decision as to suitability and as to the risk and potential gain involved with the Company. You are encouraged to consult your attorney, accountant, financial consultant or other business or tax advisor regarding the risks and merits of the proposed investment. Information provided herein will be kept confidential, except to the extent disclosure may be required under any federal or state laws. However, by executing this Subscription Agreement, you agree that the Company may present the Subscription Documents to its attorneys or such other parties as it, in its sole discretion, deems appropriate to assure itself that the proposed offer and sale of the Offered Shares of the Company will not result in a violation of (A) the registration provisions of the Securities Act, (B) the securities or "blue sky" laws of any state or (C) any anti-money laundering statute or regulation. The decision to accept or reject this Subscription Agreement shall be made in the sole discretion of Clikia Corp. - Page 1 - INVESTOR INFORMATION Name of Investor _______________________________________________ SSN or EIN _______________________________________________ Street Address _______________________________________________ City _______________________________________________ State _______________________________________________ Zip Code _______________________________________________ Phone _______________________________________________ E-mail _______________________________________________ State/Nation of Residency _______________________________________________ Name and Title of Authorized Representative, if investor is an entity or custodial account _______________________________________________ Type of Entity or Custodial Account (IRA, Keogh, corporation, partnership, trust, limited liability company, etc.) _______________________________________________ Jurisdiction of Organization _______________________________________________ Date of Organization _______________________________________________ Account Number _______________________________________________ 1. The undersigned hereby subscribes for the dollar amount ("Subscription Amount") and number of Offered Shares of Clikia Corp. (the Company) indicated on the signature page hereto.2. The Offered Shares will be held by the undersigned as (check one): Individual Investor Custodian Entity Tenants-in-Common Community Property Corporation Joint Tenants LLC Partnership Trust If the Offered Shares are intended to be held as Community Property, as Tenants-In-Common or as Joint Tenancy, then each party (owner) must execute this Subscription Agreement. If the investor is an entity (corporation, partnership, LLC or trust), then additional organizational documentation and proof of authorization to purchase Offered Shares may be required by the Company. Such additional documentation may include, without limitation: articles/certificate of incorporation, bylaws, operating/partnership agreements, certificates of trust or resolutions to invest. - Page 2 - 3. To induce the Company to accept this Subscription Agreement, you hereby agree and represent that: (a) You have delivered the Subscription Amount, concurrently with your delivering this Subscription Agreement to the Company, by check or by bank wire or by electronic funds transfer via ACH. (b) Within five (5) days after receipt of a written request from the Company, you shall provide such information and execute and deliver such additional documents as the Company may reasonably request to comply with any and all laws and ordinances to which the Company may be subject, including the securities laws of the United States or any other applicable jurisdiction. (c) The Company has entered into, and from time to time may enter into, separate subscription agreements with other investors for the sale of Offered Shares to such other investors. The sale of Offered Shares to such other investors and this sale of the Offered Shares shall be separate sales and this Subscription Agreement and the other subscription agreements shall be separate agreements. (d) You understand the meaning and legal consequences of, and that the Company intends to rely upon, the representations and warranties contained in Section 4 hereof, and you hereby agree to indemnify and hold harmless the Company and each any officer, employee, agent or affiliate thereof from and against any and all loss, damage or liability due to or arising out of your breach of any representation or warranty. 4. You hereby further represent, warrant, acknowledge and agree that: (a) The information provided by you is true and correct in all respects as of the date hereof and you hereby agree to notify promptly the Company and supply corrective information to the Company if, prior to the consummation of your investment in the Company, any of such information becomes inaccurate or incomplete. (b) If an individual, you are over 21 years of age, and the address set forth above is your true residence and domicile, and you have no present intention of becoming a resident or domiciliary of any other state or jurisdiction. If a corporation, trust, partnership or other entity, your principal place of business is located at the address set forth above. (c) You have had an opportunity to ask questions of, and receive answers from, the Company, or a person or persons acting on its behalf, concerning the Company and the terms and conditions of this investment, and all such questions have been answered to your full satisfaction. (d) Except as set forth in this Subscription Agreement, no representations or warranties have been made to you by the Company or any officer, agent, employee or affiliate thereof. (e) You have knowledge and experience in financial and business matters such that you are capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto. You have had the opportunity to consult your own advisers with respect to your proposed investment in the Company. (f) You are not entering into this Subscription Agreement in any manner as a representative of a charitable remainder unitrust or a charitable remainder trust. (g) You have either (1) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (2) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings. - Page 3 - (h) You have the financial ability to bear the economic risk of your investment, including a complete loss thereof, have adequate means for providing for your current needs and possible contingencies and have no need for liquidity in your investment. (i) You are acquiring Offered Shares for your own account. (j) You acknowledge and understand that: (1) the Offered Shares are a speculative investment and involve a substantial degree of risk; (2) the Company does not have a significant financial or operating history; and (3) the Offered Shares are being offered pursuant to Regulation A under the Securities Act and have not been registered or qualified under any state blue sky or securities law. (k) You have carefully reviewed and understand the Offering Circular, as amended, and exhibits included therewith. (l) If the investor is an entity, you represent that: (1) the entity was not formed for the purpose of investing in the Company; (2) the entity is not investing more than 40% of its total assets in the Company; (3) each of the entity's beneficial owners participates in investments made by the entity pro rata in accordance with its interest in the entity and, accordingly, the entity's beneficial owners cannot opt-in or opt-out of investments made by the entity; and (4) the entity's beneficial owners did not and will not contribute additional capital (other than previously committed capital) for the purpose of purchasing the Offered Shares. If the investor is an entity in which a holder of an interest in such entity may decide whether or how much to invest by means of such entity in various investment vehicles including the Company, then you shall notify the Company as to the number of holders of interests in the entity, the number of holders of interests in the entity that hold interests in the Company through the entity and any changes to either such number. (m) You represent and warrant that (1) the Offered Shares are to be purchased with funds that are from legitimate sources in connection with your regular business activities and which do not constitute the proceeds of criminal conduct; (2) the Offered Shares are not being acquired, and will not be held, in violation of any applicable laws; (3) you are not listed on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control ("OFAC"); and (4) you are not a senior foreign political figure, or any immediate family member close associate of a senior foreign political figure. (n) If the investor is an individual retirement account, qualified pension, profit sharing or other retirement plan, or governmental plans or units (all such entities are herein referred to as a "Retirement Trust"), you represent that the investment in the Company by the Retirement Trust has been authorized by the appropriate person or persons and that the Retirement Trust has consulted its counsel with respect to such investment and you represent that you have not relied on any advice of the Company or any person affiliated with the Company in making your decision to purchase the Offered Shares. 5. It is understood that this Subscription Agreement is not binding on the Company, until accepted by the Company. The Company may accept or reject this Subscription Agreement in whole or in part, in its sole discretion. 6. The Company reserves the right to request such information as is necessary to verify your identity. You shall, promptly on demand, provide such information and execute and deliver such documents as the Company may request to verify the accuracy of your representations and warranties herein or to comply with the USA PATRIOT Act of 2001, as amended, certain anti-money laundering laws or any other law or regulation to which the Company may be subject. In addition, by executing this Subscription Agreement, you authorize the Company to provide the Company's legal counsel and any other appropriate third party with your information, until the authorization is revoked by you in writing to the Company. - Page 4 - 7. The Company represents and warrants to you that: (a) The Company is duly formed and validly existing in good standing as a corporation under the laws of the State of Nevada, and has all requisite power and authority to carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this Subscription Agreement have been authorized by all necessary action on behalf of the Company, and this Subscription Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. 8. All documents, notices and other communications to be delivered hereunder by you shall be sent to the Company at the address set forth above; notices and other communications to be delivered hereunder by the Company shall be sent to you at your address set forth above. 9. This Subscription Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. No covenant, representation or condition not expressed in this Subscription Agreement shall affect, or be effective to interpret, change or restrict, the express provisions of this Subscription Agreement. 10. This Subscription Agreement is not transferable or assignable by you. All notices or other communications to be given or made hereunder shall be in writing and shall be delivered personally or mailed, postage prepaid, to you or to the Company, as the case may be, at the respective addresses set forth elsewhere herein. This Subscription Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its principles of conflicts of laws. All nouns and pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require. - Page 5 - IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below. Dated: _____________________________________________ INDIVIDUAL INVESTOR_____________________________________________ $_____________________________________________ (Signature) (Subscription Amount) _____________________________________________ _____________________________________________ (Printed Name) (Number of Offered Shares Subscribed) CORPORATION/LLC/TRUST INVESTOR _____________________________________________ $_____________________________________________ (Name of Corporation/LLC/Trust) (Subscription Amount) _____________________________________________ _____________________________________________ (Signature) (Number of Offered Shares Subscribed) _____________________________________________ (Printed Name) _____________________________________________ (Title) PARTNERSHIP INVESTOR _____________________________________________ $_____________________________________________ (Name of Partnership) (Subscription Amount) _____________________________________________ _____________________________________________ (Signature) (Number of Offered Shares Subscribed) _____________________________________________ (Printed Name) _____________________________________________ (Title) - Page 6 - COMPANY ACCEPTANCE The foregoing subscription for ___________________ Offered Shares, a Subscription Amount of $___________________, is hereby accepted on behalf of Clikia Corp., a Nevada corporation, this ____ day of _______________, 20___. CLIKIA CORP. By: __________________________ Name: ________________________ Title: _________________________ - Page 7 -
AMENDMENT NO. 1 TO CONSULTING AGREEMENT This constitutes Amendment No. 1 to that Consulting Agreement (the "Agreement"), dated as of September 6, 2018, by and between by and between Clikia Corp., a Nevada corporation (the "Company"), and Adam Goodkin ("Goodkin"). For good and adequate consideration, the receipt and adequacy of which is hereby acknowledged, the Company and Goodkin agree, as follows: A. Exhibit "A" of the Agreement is hereby deleted in its entirety and replaced with the following: The Company shall issue to Goodkin 25,000,000 shares of its common stock. In addition, on each of September 6, 2018, December 6, 2018, March 6, 2019, and June 6, 2018 (the "Pricing Date"), Consultant shall be paid the sum of $25,000.00 in shares of common stock of the Company. The number of shares shall be calculated in accordance with the following formula: $25,000.00 divided by the Market Price (defined below) equals the number of shares due Consultant. For purposes hereof, Market Price shall mean the average last sale price, as reported on OTCMarkets.com, of the Company's common stock for each of the five consecutive trading days immediately preceding the applicable Pricing Date. In all other aspects, the Agreement is ratified and affirmed as of this 2nd day of January, 2019. COMPANY: GOODKIN: CLIKIA CORP. /s/ ADAM GOODKIN By: /s/ DAVID LOFLIN Adam Goodkin David Loflin CEO --------------------------------------------------------------------------------------------------------------------------------------------- CONSULTING AGREEMENT This Consulting Agreement is made as of the 6th day of September, 2018, by and between Adam Goodkin ("Consultant"), and Clikia Corp., a Nevada corporation (the "Company"). WHEREAS, the Company is in need of social media marketing services; and WHEREAS, Consultant is capable of providing the social media marketing services required by the Company; and WHEREAS, the Company' common stock is publicly traded on the OTCMarkets.com system, under the symbol "CLKA"; and WHEREAS, the Company desires to hire Consultant and Consultant is willing to accept the Company as a client. NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed: 1. Services. The Company hereby engages Consultant, on a non-exclusive basis, to render consulting services with respect to certain of its needed social media marketing services as such may be agreed upon by the Company and Consultant. Consultant hereby accepts such engagement and agrees to render such consulting services throughout the term of this Agreement. Consultant agrees that he shall be responsible for all expenses incurred in his performance hereunder, unless the Company and Consultant shall agree otherwise in writing. It is further agreed that Consultant shall have no authority to bind the Company to any contract or obligation or to transact any business in the Company's name or on behalf of the Company, in any manner. The parties intend that Consultant shall perform his services required hereunder as an independent contractor. 2. Term. The term of this Agreement shall commence on September 6, 2018, and shall continue through August 31, 2018. 3. Consideration. In consideration of the services to be performed by Consultant, the Company agrees to pay to Consultant the sum of $100,000.00, which shall be payable in the manner set forth in Exhibit "A" attached hereto and made a part hereof. 4. Representations and Warranties of the Company. The Company represents and warrants to Consultant that: A. The Company will cooperate fully and timely with Consultant to enable Consultant to perform his obligations hereunder. B. The execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. C. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound. 5. Representations and Warranties of Consultant. A. Consultant represents and warrants to the Company that Consultant is under no legal disability with respect to entering into, and performing under, this Agreement. B. Consultant, including each of his affiliates, will not directly or indirectly buy or sell the securities of the Company at any time when he or they are privy to non-public information. 6. Notices. All notices hereunder shall be in writing and addressed to the party at its last known address, and shall be given by personal delivery, by certified mail (return receipt requested), Express Mail or by national or international overnight courier. Notices will be deemed given upon the earlier of actual receipt of three (3) business days after being mailed or delivered to such courier service. 7. Miscellaneous. A. In the event of a dispute between the parties arising out of this Agreement, both Consultant and the Company agree to submit such dispute to arbitration before the American Arbitration Association (the "Association") at its Dallas, Texas, offices, in accordance with the then- urrent rules of the Association; the award given by the arbitrators shall be binding and a judgment may be obtained on any such award in any court of competent jurisdiction. It is expressly agreed that the arbitrators, as part of their award, may award attorneys fees to the prevailing party. B. This Agreement is not assignable in whole or in any part, and shall be binding upon the parties, their heirs, representatives, successors or assigns. C. This Agreement may be executed in multiple counterparts which, taken together, shall be deemed an original. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, if each party executes at least one counterpart.D. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada. THE COMPANY: CONSULTANT: CLIKIA CORP. /s/ ADAM GOODKIN Adam Goodkin By: /s/ DAVID LOFLIN David Loflin CEO EXHIBIT "A" On each of September 6, 2018, December 6, 2018, March 6, 2019, and June 6, 2018 (the "Pricing Date"), Consultant shall be paid the sum of $25,000.00 in shares of common stock of the Company. The number of shares shall be calculated in accordance with the following formula: $25,000.00 divided by the Market Price (defined below) equals the number of shares due Consultant. For purposes hereof, Market Price shall mean the average last sale price, as reported on OTCMarkets.com, of the Company's common stock for each of the five consecutive trading days immediately preceding the applicable Pricing Date.
CONSULTING AGREEMENT This Consulting Agreement is made as of the 2nd day of January, 2019, by and between Triumph Venture Corp., Inc. and Clikia Corp., a Nevada corporation (the "Company"). 1. Services. The Company hereby engages Consultant, on a non-exclusive basis, to render consulting services with respect to certain of its needed marketing services as such may be agreed upon by the Company and Consultant. Consultant hereby accepts such engagement and agrees to render such consulting services throughout the term of this Agreement. Consultant agrees that he shall be responsible for all expenses incurred in his performance hereunder, unless the Company and Consultant shall agree otherwise in writing. It is further agreed that Consultant shall have no authority to bind the Company to any contract or obligation or to transact any business in the Company's name or on behalf of the Company, in any manner. The parties intend that Consultant shall perform his services required hereunder as an independent contractor. 2. Term. The term of this Agreement shall commence on January 2, 2019, and shall continue through March 31, 2019. 3. Consideration. In consideration of the services to be performed by Consultant, the Company agrees to pay to Consultant the sum of $42,000.00, which shall be payable in the manner set forth in Exhibit "A" attached hereto and made a part hereof. 4. Representations and Warranties of the Company. The Company represents and warrants to Consultant that the execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. 5. Representations and Warranties of Consultant. Consultant represents and warrants to the Company that (a) Consultant has the corporate authority with respect to entering into, and performing under, this Agreement and (b) Consultant, including each of its affiliates, will not directly or indirectly buy or sell the securities of the Company at any time when it or they are privy to non-public information. 6. Notices. All notices hereunder shall be in writing and addressed to the party at its last known address, and shall be given by personal delivery, by certified mail (return receipt requested), Express Mail or by national or international overnight courier. Notices will be deemed given upon the earlier of actual receipt of three (3) business days after being mailed or delivered to such courier service. 7. Miscellaneous. A. In the event of a dispute between the parties arising out of this Agreement, both Consultant and the Company agree to submit such dispute to arbitration before the American Arbitration Association (the "Association") at its Dallas, Texas, offices, in accordance with the then-current rules of the Association; the award given by the arbitrators shall be binding and a judgment may be obtained on any such award in any court of competent jurisdiction. It is expressly agreed that the arbitrators, as part of their award, may award attorneys fees to the prevailing party. B. This Agreement is not assignable in whole or in any part, and shall be binding upon the parties, their heirs, representatives, successors or assigns. C. This Agreement may be executed in multiple counterparts which, taken together, shall be deemed an original. It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, if each party executes at least one counterpart.D. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada. THE COMPANY: CONSULTANT: CLIKIA CORP. TRIUMPH VENTURE CORP., INC. By: /s/ DAVID LOFLIN By: /s/ David Loflin CEO Name: Title: Authorized Represenatative EXHIBIT "A" Consultant shall be paid the sum of $42,000.00, as follows: A. $36,000.00 of such sum shall be paid by the issuance to Consultant of 30,000,000 shares of common stock of the Company, which shares shall be valued at $0.0012 per share, the closing price of the Company's common stock on December 31, 2018; and B. $6,000.00 of such sum shall be paid by the delivery to Consultant of a $6,000.00 face amount promissory note bearing interest at 10% per annum, due and payable on or before February 28, 2019.
ARCHIVE PURCHASE AGREEMENT This Archive Purchase Agreement (the "Agreement") is made and entered as of the 24th day of October, 2018, by and between Clikia Corp., a Nevada corporation (the "Company"), and David Loflin ("Loflin"). WHEREAS, Loflin is the owner of an extensive archive of video programming as depicted in Exhibits A-1 and A-2 (the "Archve") attached hereto and incorporation herein by this reference; WHEREAS, the Company has determined to acquire a complete copy of the Archive, as a means of augmenting its Clikia streaming cable television subscription service;. WITNESSETH, therefore, the agreement of the parties, the promises of each being consideration for the promises of the other: 1. Purchase and Sale of the Archive. Loflin shall, and hereby does, effective as of the Closing Date (as defined herein), sell to the Company, free and clear of all liens and encumbrances, and the Company shall, and hereby does, effective as of the Closing Date, purchase and acquire from Loflin the Archive. 2. Purchase Price. The purchase price ("Purchase Price") shall be two hundred thousand dollars ($200,000.00), payable by the issuance of 20,00,000 shares of the Company's common stock. 3. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of the Company, on October 24, 2018, or at such other time or place as Loflin and the Company may agree. The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the "Closing Date." 4. Loflin's Deliveries. At the Closing, Loflin will deliver to the Company the following: (a) A duly executed Bill of Sale with covenants of warranty of title, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to the Company, as shall be necessary and effective to transfer, assign and vest in, the Company all of Loflin's right, title and interest in and to the Archive; and (b) A complete digital copy of the Archive. 5. The Company's Deliveries. At the Closing and subject to the terms and conditions herein contained, the Company will deliver to Loflin the Purchase Price, as provided in Section 2 above. 6. Representations and Warranties of Loflin. Loflin hereby represents and warrants to the Company, as follows: (a) Title to the Archive. Loflin will transfer the Archive to the Company with good, marketable and insurable title, free and clear of all encumbrances. (b) No Legal Disability. Loflin is under no legal disability with respect to entering into, and performing under, this Agreement. 7. Representations and Warranties of the Company. The Company hereby represents and warrants to Loflin as follows: (a) Organization and Standing; Power and Authority. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada and the Company has full power and authority to make and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered by the Company in connection herewith and the transactions contemplated hereby have been duly authorized, executed, and delivered by the Company. (b) Conflicts; Default. Neither the execution and delivery by the Company of this Agreement or the other agreements and instruments executed in connection herewith by the Company, nor the performance by the Company of the transactions contemplated hereby or thereby, will violate, conflict with, or constitute a default under, any of the terms of the Company's articles of incorporation, bylaws or other governing document, or any provisions of, or result in the acceleration of any obligation under, any material contract, sales or service commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement, instrument, order, judgment, or decree which is applicable to the Company or by which the Company or its assets is otherwise bound, will violate any law, statute, judgment, decree, order, rule or regulation of any governmental or regulatory authority, will constitute an event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of any liens, or will require any consent, approval, authorization or other action by, or filing with or notification to any governmental or regulatory authority. (c) Consents. All consents, novations, approvals, filings, authority, and other requirements prescribed by any law, rule or regulation, or any contract, agreement, commitment or undertaking, which must be obtained or satisfied by the Company for the consummation of the transactions contemplated by this Agreement, have been obtained and satisfied. 8. General Provisions. (a) Transaction Costs. Each party shall bear all legal, accounting and other expenses incurred by such party in connection with this Agreement and the other agreements and transactions contemplated hereby. (b) Entire Agreement/Amendment. This Agreement (including all Exhibits hereto, which are hereby incorporated by reference herein) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous understandings, agreements, negotiations or representations by or between the parties, written or oral, relating to the subject matter hereof. There are no oral agreements between the parties. This Agreement may be amended or supplemented only by a written instrument signed by authorized representatives of the parties. (c) No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies or Liabilities under or by reason of this Agreement. (d) Severability. The provisions of this Agreement shall be severable. The unenforceability or invalidity of any one or more provisions, clauses, or sentences hereof shall not render any other provision, clause or sentence herein contained unenforceable or invalid. The portion of this Agreement which is not invalid or unenforceable shall be considered enforceable and binding on the parties and the invalid or unenforceable provision(s), clause(s) or sentence(s) shall be deemed excised, modified or restricted to the extent necessary to render the same valid and enforceable, and this Agreement shall be construed as if such invalid or enforceable provision(s), clause(s), or sentence(s) were omitted. The provisions of this Section 8(d) shall survive the termination of this Agreement for any reason. (e) Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument executed by such party. No waiver of any breach of this Agreement shall operate as a waiver of any similar or subsequent breach or any breach of any other provision of this Agreement. (f) Governing Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of Nevada. (g) Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:To Loflin: David Loflin 7117 Florida Boulevard Suite 203 Baton Rouge, Louisiana 70806 To the Company: David Loflin 7117 Florida Boulevard Suite 203 Baton Rouge, Louisiana 70806 (h) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. THE COMPANY: CLIKIA CORP. By: /s/ DAVID LOFLIN David Loflin CEO LOFLIN: /s/ DAVID LOFLIN David Loflin, individually
January 14, 2019 Clikia Corp. 7117 Florida Boulevard Suite 203 Baton Rouge, Louisiana 70806 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 1,000,000,000 (the Offered Shares) of its common stock, par value $0.00001 per share (the Common Stock) for a purchase price of $_____[$0.0005-$0.0015] per Offered Share, pursuant to an offering (the Offering) to be qualified with the Securities and Exchange Commission on Form 1-A under Regulation A issued under the Securities Act of 1933, as amended, (the Act). In connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Form 1-A; (ii) the corporate and organizational documents of the Company, including the Articles of Incorporation of the Company, as amended to date; (iii) minutes and records of the proceedings of the Company with respect to the issuance and sale of the Offered Shares, and (iv) the Regulation A Offering Statement on Form 1-A (the Offering Statement) covering the sale of the Offered Shares. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that: The sale of the Offered Shares has been duly authorized, and, when (i) the Offering Statement becomes qualified under the Act, and (ii) the Offered Shares have been issued and sold and the consideration therefor has been received therefore by the Company pursuant to the terms of the Offering Statement, the Offered Shares will be validly issued, fully paid and non-assessable. Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Nevada Revised Statutes (including the statutory provisions and reported judicial decisions interpreting the foregoing). We do not find it necessary, for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities, or Blue Sky, laws of the various states to the issuance and sale of the Offered Shares. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date that the Offering Statement becomes qualified under the Act, and we assume no obligation to revise or supplement this opinion after the date of qualification should the Nevada Revised Statutes be changed by legislative action, judicial decision or otherwise after the date hereof. Sincerely, /s/ Newlan & Newlan, Ltd. NEWLAN & NEWLAN, LTD.