S1 form_s-1.htm

Registration No. 333-___________

As filed with the Securities and Exchange Commission on July 18, 2016



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   

NEWMARKT CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

   

7510

(Primary Standard Industrial Classification Number)

   

35-2540672

(IRS Employer Identification Number)

   

 

P.O.BOX 1408,5348 VEGAS DRIVE

89108 LAS VEGAS, NEVADA, USA

+3 (705) 2078574

info @newmarktcorp.com

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

Befumo & Schaeffer, PLLC

Phone: (202) 669-0619

FAX: (202) 478-2900

P.O. Box 65873

Washington, DC 20035

 

 (Address, including zip code, and telephone number, including area code, of agent for service)

 

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

 

If this Form is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

 

If this Form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

 


 
 

     

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

   

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

   

(Do not check if a smaller reporting company)

   

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

   

Amount to Be Registered (1)

   

Proposed Maximum Offering Price per Share

   

Proposed Maximum Aggregate Offering Price

   

Amount of Registration Fee

Common Stock, $0.001 par value

   

4,000,000 (2)

$

0.04 (2)

$

160,000

$

    16.11

.

TOTAL

   

4,000,000

$

0.04

$

160,000

$

    16.11

 

 

 

 

 

 

 

 

 

(1)        In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2)        The registration fee for securities to be offered by the Registrant is based on an estimate of the proposed maximum aggregate offering price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(a).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

 

 


 
 

     

The information in this prospectus is not complete and may be amended. The Registrant may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

NEWMARKT CORP. 4,000,000 SHARES OF COMMON STOCK

This prospectus relates to the offer and sale of a maximum of 4,000,000 shares (the “Maximum Offering”) of common stock, $0.001 par value, by Newmarkt Corp., a Nevada company (“we”, “us”, “our”, “Newmarkt”, “Company” or similar terms). There is no minimum for this offering. The offering will commence promptly on the date upon which this prospectus is declared effective by the Securities and Exchange Commission (“SEC”) and will continue for 12 months (365 days). We will pay all expenses incurred in this offering. We are an “emerging growth company” under applicable SEC rules and will be subject to reduced public company reporting requirements. We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we do have hard assets and real business operations.

The offering of the 4,000,000 shares is a “best efforts” offering, which means that our sole officer and director will use his best efforts to sell the shares and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.04 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. Proceeds from the sale of the shares will be used to fund the initial stages of our business development. We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officer and sole director will be solely responsible for selling shares under this offering and no commission will be paid on any sales.

Prior to this offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market. We have arbitrarily determined the offering price of $0.04 per share in relation to this offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our shares of stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

Our business is subject to many risks and an investment in our shares of common stock will also involve a high degree of risk. You should carefully consider the factors described under the heading “Risk Factors” beginning on page  8  before investing in our shares of common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is July 18, 2016.

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

 

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TABLE OF CONTENTS

   

Prospectus Summary

5

Risk Factors

8

Risk Factors Related to Our Company

8

Risk Factors Relating to Our Common Stock

9

Use of Proceeds

12

Determination of Offering Price

12

Dilution

13

Description of Securities

14

Plan of Distribution

15

Description of Business

16

Legal Proceedings

18

Market for Common Equity and Related Stockholder Matters

18

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

Directors, Executive Officers, Promoters and Control Persons

22

Executive Compensation

23

Security Ownership of Certain Beneficial Owners and Management

23

Certain Relationships and Related Transactions

24

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

24

Where You Can Find More Information

24

Interests of name experts and counsel

24

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

24

Financial Statements

25

   

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

   

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

   

Until ____________, 201_ (90 business days after the effective date of this prospectus) all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

   

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A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The reasoning of our sole officer and director, Denis Razvodovskij, to take the Company public is based on his subjective belief that potential investors are more inclined to invest in the Company if the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides investors with updated material information about the Company and the ability of the Company’s investors to resell securities through the facilities of the securities markets, assuming the Company finds a market maker in order to have its shares of common stock quoted on the OTC Bulletin Board or the OTCQX tier of the OTC Markets. Our sole officer and director believes that the disadvantages of becoming a public company are the continuing reporting costs of being a reporting issuer under the Exchange Act and reluctance of persons qualified to serve as directors of the Company because of a director’s exposure to possible legal claims.

   

This prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

   

We cannot provide any assurance that we will be able to raise sufficient funds from this offering to proceed with our twelve months business plan.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

   

From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial equity funding by our officer and sole director, purchasing initial equipment such as adult and children bicycles, developing our website www.newmarktcorp.com, entering into three long-term lease agreements in Vilnius, Lithuania and entering into service contracts with our customers. As of April 30, 2016 the Company has received revenues of $7,480. We received our initial funding of $2,000 from our sole officer and director, Razvodovskij Denis, who purchased 2,000,000 shares of our common stock for the same $2,000.

   

PROSPECTUS SUMMARY

   

Our financial statements from inception on July 17, 2015, through April 30, 2016, report $7,480 in revenues and net loss of $9,122. Our independent auditor has issued an audit opinion for our Company, which includes a statement expressing a doubt as to our ability to continue as a going concern.

   

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “Newmarkt” refer to Newmarkt Corp. unless the context otherwise indicates.

   

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.

 

The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.

   

We are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “RISK FACTORS RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK - WE ARE AN “EMERGING GROWTH COMPANY” AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS” on page 11 of this prospectus.

   

Our Company

   

We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we do have hard assets and real business operations. Newmarkt Corp. was incorporated on July 17, 2015, under the laws of the State of Nevada, for the purpose of the renting out Segways and bicycles and related safety equipment.

   

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This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our sole officer and director will be responsible for selling shares under this offering and no commission will be paid on any sales. He will utilize this prospectus to offer the shares to friends, family and business associates.

 

We are a newly created company that has realized $7,480 in revenues through April 30, 2016 with a net loss of $9,122 for the period from inception to April 30, 2016. To date we have raised $2,000 through the issuance of 2,000,000 shares of common stock to our sole officer and director, Denis Razvodovskij. Proceeds from the issuance have been used for working capital. Our independent auditor, Paritz & Company P.A., has issued an audit opinion for our Company, which includes a statement expressing a doubt as to our ability to continue as a going concern. The Company’s register address is as following P.O. Box 1408, 5348 Vegas drive 89108 Las Vegas, Nevada, USA . Our telephone number is +3 (705) 2078574.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such quotation service or that any market for our stock will develop.

We are on the early stages of developing our plan to provide a renting service, including but not limited to adult type of bicycle, children bicycle and Segway with all related safety equipment. As of April 30, 2016 we have $7,480 revenues, some operating history, and signed service agreements with our first two customers. Our plan of operations over the 12 month period following successful completion of our offering is to develop and establish our renting business by establishing our offices, advanced developing of our website, attempting to enter into more service agreements with prospective tourist agencies, engage in advertising and marketing activities and hire personal (See “Business of the Company” and “Plan of Operations”).     

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

   

Under U.S. federal securities legislation, our common stock will be “penny stock”. Penny stock is any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

   

THE OFFERING

   

Securities offered:

   

4,000,000 shares of our common stock, par value $0.001 per share.

.

Offering price:

   

$0.04

.

Duration of offering:

   

The 4,000,000 shares of common stock are being offered for a period of 12 months (365 days).

.

Net proceeds to us:

   

$160,000, assuming the maximum number of shares sold. For further information on the Use of Proceeds, see page 12.

.

Market for the common stock:

   

There is no public market for our shares. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.

   

There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

   

.

Shares outstanding prior to offering:

   

2,000,000

.

Shares outstanding after offering:

   

6,000,000 (assuming all the shares are sold)

.

Risk Factors:

The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 8.

 

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SUMMARY FINANCIAL INFORMATION

   

The tables and information below are derived from our audited financial statements as of and for the period from July 17, 2015 (Inception) to April 30, 2016. Our working capital as at April 30, 2016, was negative $68,495.

   

   

 

April 30, 2016

 

Financial Summary (Audited)

 

   

 

Cash and Deposits

 

917

 

Total Assets

 

65,888

 

Total Liabilities

 

73,010

 

Total Stockholder’s Deficit

 

7,122

 

   

 

Accumulated From July 17, 2015 (Inception) to April 30, 2016 ($)

 

Statement of Operations

 

   

 

Revenue

 

7,480

 

Cost of Sales

 

-

 

Gross Profit

 

-

 

Total Expenses

 

16,602

 

Net Loss for the Period

 

9,122

 

Net Loss per Share

 

(0.02

)

 

Emerging Growth Company

   

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

   

We shall continue to be deemed an emerging growth company until the earliest of:

   

a.        The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

   

b.        The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

   

c.         The date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

   

d.        The date on which such issuer is deemed to be a “large accelerated filer”, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

   

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

   

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

   

As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

   

We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

   

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Smaller Reporting Company

   

Implications of being an emerging growth company - the JOBS Act

 

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

·         A requirement to have only two years of audited financial statements and only two years of related MD&A;

·         Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

·           Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

·           No non-binding advisory votes on executive compensation or golden parachute arrangements.

   

We may take advantage of the reduced reporting requirements applicable to smaller reporting companies even if we no longer qualify as an “emerging growth company”.

   

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

   

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

   

RISK FACTORS

   

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. You could lose all or part of your investment due to any of these risks.

   

RISKS RELATING TO OUR COMPANY

   

Because our auditors have issued a going concern opinion, there is an uncertainty we will continue operations in which case you could lose your investment.

   

In their report our independent registered public accounting firm, Paritz & Company P.A., stated that our financial statements as of and for the period ended April 30, 2016 were prepared assuming the company will continue as a going concern. This means that there is a doubt that we can continue as an ongoing business. For the period from inception (July 17, 2015) to April 30, 2016, we had revenue of $7,480. We will need to generate significant revenue in order to achieve profitability and we may never become profitable. The going concern paragraph in the independent auditor’s report emphasizes the uncertainty related to our business as well as the level of risk associated with an investment in our common stock. We intend to use the net proceeds from this offering to develop our business operations. To implement our plan of operations we require a minimum funding of $40,000 for the next twelve months.

   

We have a very limited history of operations and accordingly there is no track record that would provide a basis for assessing our ability to conduct successful commercial activities. We may not be successful in carrying out our business objectives.

   

We were incorporated on July 17, 2015 and to date, have been involved primarily in organizational activities, purchasing our bicycles and Segways, obtaining financing from renting out our equipment. Accordingly we have limited track record of successful business activities, strategic decision making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful as a start- up company, which is engaged in business of renting out bicycles and Segways. As of our period ended April 30, 2016, we had accumulated $7,480 of revenues. There is a substantial risk that we will not be successful in our activities, or if initially successful, in thereafter generating any operating revenues or in achieving profitable operations.

   

Because our sole officer and director Denis Razvodovskij has other interests, he may not be able or willing to devote a sufficient amount of time to our business operations, which could affect revenue.

   

Denis Razvodovskij, our sole officer and director will devote approximately twenty hours per week providing management services to the Company. While he presently possesses adequate time to attend to our interest, it is possible that the demands on his from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. In this case the Company’s business development could be negatively impact.  

 

In addition, our sole officer and director lack public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our sole officer and director, Denis Razvodovskij has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

 

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We depend to a significant extent on certain key personnel, the loss of any of whom may materially and adversely affect our company.

   

We depend entirely on Denis Razvodovskij, our sole officer and director, for all of our operations. The loss of Mr. Razvodovskij would have a substantial negative effect on our company and may cause our business to fail. Mr. Razvodovskij has not been compensated for his services since our incorporation, and it is highly unlikely that he will receive any compensation unless and until we generate substantial revenues. There is intense competition for skilled personnel and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. The loss of Mr. Razvodovskij’ services could prevent us from completing the development of our plan of operation and our business. In the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel.

   

We do not have any employment agreements or maintain key person life insurance policies on sole officer and director. We do not anticipate entering into employment agreements with them or acquiring key man insurance in the foreseeable future.

   

Since all of our shares of common stock are owned by our sole officer and director, our other stockholders may not be able to influence control of the company or decision making by management of the company, and as such, sole officer and director may have a conflict of interest with the minority shareholders at some time in the future.

   

Our sole officer and director beneficially owns 100% of our outstanding common stock. The interests of our director may not be, at all times, the same as that of our other shareholders. Our officer and director is not simply a passive investor but is also the sole executive officer of the Company, and as such his interests may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon our director exercising, in a manner fair to all of our shareholders, his fiduciary duties as officer or as member of the Company’s board of directors. Also, our sole officer and director will have the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, which may be disadvantageous to minority shareholders.

   

Deterioration in general macro-economic conditions, including unemployment, inflation or deflation, consumer debt levels, high fuel and energy costs, uncertain credit markets or other recessionary type conditions could have a negative impact on our business, financial condition, results of operations and cash flows.

   

Deterioration in general macro-economic conditions would impact us through (i) potential adverse effects from deteriorating and uncertain credit markets (ii) the negative impact on our customers and (iii) an increase in operating costs from higher energy prices.

   

Impact of Credit Market Uncertainty

   

Significant deterioration in the financial condition of large financial institutions in recent years resulted in a severe loss of liquidity and available credit in global credit markets and in more stringent borrowing terms. Accordingly, we may be limited in our ability to borrow funds to finance our operations. An inability to obtain sufficient financing at cost-effective rates could have a materially adverse effect on our planned business operations and financial condition.

   

Impact on our Customers

   

Deterioration in macro-economic conditions may have a negative impact on our customers’ financial resources and disposable income. This impact could reduce their willingness or ability to pay for non-essential privileges, which results in lower renting sales for us.

 

We may not be able to compete effectively against our competitors.

   

We expect to face strong competition from well-established companies and small independent companies like our self that may result in price reductions and decreased demand for our bicycles and Segways renting out service. We will be at a competitive disadvantage in obtaining the facilities, employees, financing and other resources fulfill the demands by prospective customers. Our opportunity to obtain customers may be limited by our financial resources and other assets. We expect to be less able than our larger competitors to cope with generally increasing costs and expenses of doing business.

   

RISKS RELATING TO OUR COMMON STOCK

   

The Offering Price of our Shares is arbitrary.

   

The offering price of our shares has been determined arbitrarily by the Company and bears no relationship to the Company’s assets, book value, potential earnings or any other recognized criteria of value.

   

9

 


 
 

The trading in our shares will be regulated by Securities and Exchange Commission Rule 15g-9 which established the definition of a “penny stock.” The effective result is that fewer purchasers are qualified by their brokers to purchase our shares, and therefore a less liquid market for our investors to sell their shares.

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser’s written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult or impossible for you to resell any shares you may purchase.

 

Because there is no minimum proceeds the Company can receive from its offering of 4,000,000 shares, the Company may not raise sufficient capital to implement its planned business and your entire investment could be lost.

   

The Company is making its offering of 4,000,000 shares of common stock on a best-efforts basis and there is no minimum amount of proceeds the Company may receive. Funds raised under this offering will not be held in trust or in any escrow account and all funds raised regardless of the amount will be available to the Company. In the event the company does not raise sufficient capital to implement its planned operations, your entire investment could be lost.

   

We are selling this offering without an underwriter and may be unable to sell any shares. Unless we are successful in selling a number of the shares, we may have to seek alternative financing to implement our business plans and you may suffer a dilution to, or lose, your entire investment.

   

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our sole officer and director, Denis Razvodovskij who will receive no commissions. He will offer the shares to friends, relatives, acquaintances and business associates. However, there is no guarantee that he will be able to sell any of the offered shares.

 

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

   

There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the effectiveness of this Registration Statement to file an application to have our shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved or that our stock will be quoted for sale.

 

As of the date of this filing, there have been no discussions or understandings between neither the Company no anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

   

You will incur immediate and substantial dilution of the price you pay for your shares.

   

Our existing stockholder, sole officer and director Denis Razvodovskij, acquired his shares at a cost of $0.001 per share, a cost per share substantially less than that which you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $0.04 you pay for them.

   

There is no guarantee all of the funds raised in the offering will be used as outlined in this prospectus.

   

We have committed to use the proceeds raised in this offering for the uses set forth in the “Use of Proceeds” section. However, certain factors beyond our control, such as increases in certain costs, could result in the Company being forced to reduce the proceeds allocated for other uses in order to accommodate these unforeseen changes. The failure of our management to use these funds effectively could result in unfavorable returns. This could have a significant adverse effect on our financial condition and could cause the price of our common stock to decline.

   

The Company has a lack of dividend payments.

   

The Company has paid no dividends in the past and has no plans to pay any dividends in the foreseeable future.

   

10

 


 
 

We may, in the future, issue additional common stock, which would reduce investors’ percent of ownership and may dilute our share value.

   

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock. As of the date of this prospectus, the Company had 2,000,000 shares of common stock outstanding. Accordingly, we may issue up to an additional 73,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

We intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, which will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs will negatively affect our ability to earn a profit.

   

Following the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder. In order to comply with such requirements, our independent registered auditors Paritz & Company P.A., will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. Although we believe that the approximately $10,000 we have estimated for these costs should be sufficient for the 12 month period following the completion of our offering, the costs charged by these professionals for such services may vary significantly. Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined at this time and may have a major negative affect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

 

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that you become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non- affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

   

After, and if ever, we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of the Sarbanes-Oxley Act.

   

We are not a “shell company” within the meaning of Rule 405, promulgated pursuant to Securities Act, because we do have hard assets and real business operations.

   

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

   

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

   

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

   

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of our company.

   

Though not now, in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of who are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:

   

(i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more.

   

11

 


 
 

The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

 

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, the control share law does not govern their shares.

   

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

   

Nevada’s control share law may have the effect of discouraging takeovers of the corporation.

   

In addition to the control share law, Nevada has a business combination law, which prohibits certain business combinations between Nevada corporations, and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

   

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of directors.

   

USE OF PROCEEDS

   

Our public offering of 4,000,000 shares is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.04. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $160,000 as anticipated.

   

   

 

   

25% of shares sold

 

   

   

50% of shares sold

 

   

   

75% of shares sold

 

   

   

100% of shares sold

 

   

Gross Proceeds from this Offering (1) :

   

$

40,000

 

   

$

80,000

 

   

$

120,000

 

   

$

160,000

 

   

Legal and Accounting fees

   

$

10,000

 

   

$

10,000

 

   

$

10,000

 

   

$

10,000

 

SEC reporting and compliance

   

$

10,000

 

   

$

10,000

 

   

$

10,000

 

   

$

10,000

 

Leasing premises

   

$

-

 

   

$

1,500

 

   

$

6,400

 

   

$

12,200

 

Website development

   

$

1,350

 

   

$

2,600

 

   

$

3,600

 

   

$

4,300

 

Office expanses

   

$

2,500

 

   

$

4,700

 

   

$

8,500

 

   

$

14,500

 

Marketing and Advertising (2)

   

$

1,200

 

   

$

3,500

 

   

$

5,800

 

   

$

7,800

 

Additional orders of rent equipment and additional parts and suppliers

   

$

7,550

 

   

$

28,400

 

   

$

47,500

 

   

$

61,600

 

Salaries

   

$

5,400

 

   

$

12,800

 

   

$

18,200

 

   

$

25,600

 

Miscellaneous expenses

   

$

2,000

 

   

$

6,500

 

   

$

10,000

 

   

$

14,000

 

TOTALS

   

$

40,000

 

   

$

80,000

 

   

$

120,000

 

   

$

160,000

 

   

(1)        Expenditures for the 12 months following the completion of this offering. The expenditures are categorized by significant area of activity.

(2)        Includes travel costs to trade shows and exhibits.

 

Please see a detailed description of the use of proceeds in the “Plan of Operation” section of this prospectus.

 

DETERMINATION OF THE OFFERING PRICE

   

We have determined the offering price of the 4,000,000 shares being offered arbitrarily. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

   

12

 


 
 

   

DILUTION

 

The price of our offering of 4,000,000 shares is fixed at $0.04 per share. This price is significantly higher than the $0.001 price per share paid by Denis Razvodovskij, our President and a Director, for the 2,000,000 shares of common stock he purchased on January 20, 2016.

   

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

   

As of April 30, 2016, the net tangible book value of our shares of common stock was negative $7,122 or $0.0036 per share based upon 2,000,000 shares outstanding.

   

Existing Stockholders if all of the Shares are sold

   

Price per share

$

0.001

 

Net tangible book value per share before offering

$

(0.0036

)

Potential gain to existing shareholders

$

160,000

 

Net tangible book value per share after offering

$

0.0255

 

Increase to present stockholders in net tangible book value per share after offering

$

0.0291

 

Capital contributions

$

2,000

 

Number of shares outstanding before the offering

   

2,000,000

 

Number of shares after offering

   

6,000,000

 

Percentage of ownership after offering

   

33.33

%

   

Purchasers of Shares in this Offering if all Shares Sold

   

Price per share

$

0.04

 

Dilution per share

$

0.0145

 

Capital contributions

$

160,000

 

Percentage of capital contributions

   

98.76

%

Number of shares after offering held by public investors

   

4,000,000

 

Percentage of ownership after offering

   

66.67

%

   

The computation of the dollar amount of dilution per share in this scenario is based upon the capital contributions of $160,000 less stockholder’s deficit of $7,122 and offering costs of $10,000 resulting in a net tangible book value of $142,878 or $0.0238 per share, resulting in a dilution of $0.0145 for new shareholders.

   

Purchasers of Shares in this Offering if 75% of Shares Sold

   

Price per share

$

0.04

 

Dilution per share

$

0.0174

 

Capital contributions

$

120,000

 

Percentage of capital contributions

   

98.36

%

Number of shares after offering held by public investors

   

3,000,000

 

Percentage of ownership after offering

   

60

%

 

The computation of the dollar amount of dilution per share in this scenario is based upon the capital contributions of $120,000 less stockholder’s deficit of $7,122 and offering costs of $10,000 resulting in a net tangible book value of $102,878 or $0.0206 per share, resulting in a dilution of $0.0174 for new shareholders.

   

Purchasers of Shares in this Offering if 50% of Shares Sold

   

Price per share

$

0.04

 

Dilution per share

$

0.0218

 

Capital contributions

$

80,000

 

Percentage of capital contributions

   

97.56

%

Number of shares after offering held by public investors

   

2,000,000

 

Percentage of ownership after offering

   

50

%

   

The computation of the dollar amount of dilution per share in this scenario is based upon the capital contributions of $80,000 less stockholder’s deficit of $7,122 and offering costs of $10,000 resulting in a net tangible book value of $62,878 or $0.0157 per share, resulting in a dilution of $0.0218 for new shareholders.

 

13

 


 
 

   

Purchasers of Shares in this Offering if 25% of Shares Sold

   

Price per share

$

0.04

 

Dilution per share

$

0.0290

 

Capital contributions

$

40,000

 

Percentage of capital contributions

   

95.24

%

Number of shares after offering held by public investors

   

1,000,000

 

Percentage of ownership after offering

   

33.33

%

   

The computation of the dollar amount of dilution per share in this scenario is based upon the capital contributions of $40,000 less stockholder’s deficit of $7,122 and offering costs of $10,000 resulting in a net tangible book value of $22,878 or $0.0076 per share, resulting in a dilution of $0.029 for new shareholders.

   

DESCRIPTION OF SECURITIES

   

GENERAL

   

There is no established public trading market for our common stock. Our authorized capital stock consists of 75,000,000 shares of common stock, with $0.001 par value per share. As of April 30, 2016 there were 2,000,000 shares of our common stock issued and outstanding that are held by one stockholder of record, and no shares of preferred stock issued and outstanding.

   

COMMON STOCK

   

The following is a summary of the material rights and restrictions associated with our common stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement.

   

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Director of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non- cumulative vote per share on all matters on which stock holders may vote.

   

Our Bylaws provide that on all other matters, except as otherwise required by Nevada law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders. We do not have any preferred stock authorized in our Articles of Incorporation, and we have no warrants, options or other convertible securities issued or outstanding.

 

NEVADA ANTI-TAKEOVER LAWS

   

The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition act. The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and (2) does business in Nevada directly or through an affiliated corporation.

   

At this time, we do not have 100 stockholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.

                                                  

The Nevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having; (1) an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; (2) an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing 10 percent or more of the earning power or net income of the corporation.

 

14

 


 
 

An “interested stockholder” means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of: (1) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock. The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if they cannot obtain the approval of our board of directors.

   

DIVIDEND POLICY

   

We have never declared or paid any cash 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 dividends in the foreseeable future.

    

PLAN OF DISTRIBUTION

   

We have 2,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering 4,000,000 shares of its common stock for sale at the price of $0.04 per share. There is no arrangement to address the possible effect of the offering on the price of the stock. In connection with the Company’s selling efforts in the offering, Denis Razvodovskij will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Denis Razvodovskij is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Denis Razvodovskij will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Denis Razvodovskij is not, and has not been within the past 12 months, a broker or dealer, and he has not been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Denis Razvodovskij will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Denis Razvodovskij will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

We will receive all proceeds from the sale of the 4,000,000 shares being offered. The price per share is fixed at $0.04 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the OTC Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.

   

The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.04 per share.

   

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which we have complied. In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective. We will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

   

Terms of the Offering

   

The shares will be sold at the fixed price of $0.04 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and continue for a period of 12 months (365 days). At the discretion of our board of director, we may discontinue the offering before expiration of the 12-month period.

   

Penny Stock Rules

   

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or provided that current price and volume information with respect to transactions in such securities is provided by the exchange).

 

15

 


 
 

   

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.

   

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

   

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

   

DESCRIPTION OF BUSINESS

   

ORGANIZATION WITHIN THE LAST FIVE YEARS

   

On July 17, 2015, the Company was incorporated under the laws of the State of Nevada. We are engaged in business of renting out bicycles and Segways.

   

Denis Razvodovskij has served as our President, Treasurer and as a Director, from July 17, 2015, until the current date. Our board of directors is comprised of one person: Denis Razvodovskij.

   

We are authorized to issue 75,000,000 shares of common stock, par value $0.001 per share. On January 20, 2016, Denis Razvodovskij, our President and a Director purchased an aggregate of 2,000,000 shares of common stock at $0.001 per share, for aggregate proceeds of $2,000.

   

IN GENERAL

   

We were incorporated on July 17, 2015 in the State of Nevada, USA. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.

   

From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial equity funding by our sole officer and director, purchasing our equipment and entering into service agreements with our first customers, which are filed in Exhibit 10.4, and Exhibit 10.5 to this registration statement, of which this prospectus is a part, we also have leased three offices until the day of this filing and registered a webpage www.newmarktcorp.com and fill it in with basic initial information about us. We received our initial funding of $2,000 from our sole officer and director who purchased 2,000,000 shares of common stock at $0.001 per share.

Newmarkt Corp. is currently in negotiations with two potential customers Trav Lt and Around Lithuania travel agencies, which are interested in our service and we are planning to sing service agreements with them in the very near future.     

Our financial statements from inception (July 17, 2015) through April 30, 2016 report revenues of $7,480 and net loss of $9,122. Our independent auditor has issued an audit opinion for our Company, which includes a statement expressing a doubt as to our ability to continue as a going concern.

   

We are a start-up company, which is in the business of renting out bicycles, Segways and related equipment. We intend to use the net proceeds from this offering to develop our business operations. To fully implement our plan of operations we require a minimum funding of $160,000 for the next twelve months. After twelve months period we may need additional financing. If we do not generate any additional revenue we may need a minimum of $10,000 of additional funding to pay for SEC filing requirements. Denis Razvodovskij, our President and a Director, has agreed to loan the Company funds, however, he has no firm commitment, arrangement or legal obligation to advance or loan funds to the Company. The Company’s registration address is located at P.O. Box 1408, 5348 Vegas drive 89108 Las Vegas, Nevada, USA .

 

16

 


 
 

   

Our operations to date have been devoted primarily to start-up and development activities, which include:

(i)                    Formation of the Company;

(ii)                  Development of our 12 moth business plan;

(iii)                 Leasing a place to offer, store and service our equipment;

(iv)                Purchasing our operating equipment;

(v)                  Website creation;

(vi)                Signing service agreements with our first customers.

 

INITIAL FOCUS OF OUR BUSINESS

   

Newmarkt Corp. represents itself as bicycle and Segways renting out company. We are offering such service to touristic companies at the moment where tourists, friends, families can organize, plan, develop their own unique vacation on bikes and Segways for along time, just for a day or for a couple of hours.

   

We are in the early stages of developing our growing plan to offer a rent bicycle service in Lithuania. We believe that the fact that the city of Vilnius, where we are starting our business, is popular among tourists gives the Company more opportunities to succeed.

   

We currently have some revenues and some operating history. The Company currently has two major customers to work with. We expect to get another customers and expand our service sales and our operations by the end of the fiscal year. Our plan of operations over the 12 month period following successful completion of our offering is to develop and establish our bicycles renting business by establishing our second and third office, developing our website, attempting to enter into more supply agreements with prospective distributors and manufacturers of bicycles and Segways, engage in advertising and marketing activities and hire personal and sales service specialist.

Newmarkt Corp. is currently in negotiations with two potential customers Trav Lt and Around Lithuania travel agencies, which are interested in our service and we are planning to sing service agreements with them in the very near future.     

STARTUP EQUIPMENT

   

We believe that rental bicycle has never been more in demand these days now that gas prices are rising, and tourists would rather rent bicycles rather than cars on a short distance of traveling. Our most obvious startup requirements for a renting business are bicycles, Segways and safety equipment. A fleet of thirty-three adult and twenty one children bicycles and thirty Segways we believe are enough to start rental operation, further more we will buy additional portion of the equipment. We consider the fact that cycling can be dangerous and in this case we will provide our customers with helmets and safety equipment.

   

The Company is panning to expand the range of offered equipment. There will be dual wheels self-balancing electric scooter, balancing electronic skateboards; additional safety equipment is accordance to purchased units of equipment and initial spare parts.

   

RESEARCH AND DEVELOPMENT EXPENDITURES

   

We have not incurred any research expenditures since our incorporation.

   

BANKRUPTCY OR SIMILAR PROCEEDINGS

   

There has been no bankruptcy, receivership or similar proceeding.

   

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

   

There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.

   

COMPLIANCE WITH GOVERNMENT REGULATION

   

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

   

We do not believe that any existing or probable government regulation on our business, including any applicable export or import regulation or control imposed by China or the Lithuania will have a material impact on the way we conduct our business.

   

FACILITIES

   

We currently rent our physical property in Lithuania. Our current business address is Seimyniskiu g. 23 Vilnius 09200 Lithuania. Our telephone number is (705) 2078574. This location serves as our primary office for planning and implementing our business plan. Management believes the current premises arrangements are not sufficient for its needs for at least the next 12 months. The Company has signed two additional lease agreements in Vilnius Lithuania. New offices are currently serving as warehouses for our equipment and we are preparing the property for opening in July.

   

17

 


 
 

   

EMPLOYEES AND EMPLOYMENT AGREEMENTS

 

We have no employees as of the date of this prospectus. Our sole officer and director, Denis Razvodovskij, is an independent contractor to the Company and currently devotes approximately 20 hours per week to company matters. After receiving funding, Mr. Razvodovskij plans to devote, as much time to the operation of the Company as he determines is necessary for him to manage the affairs of the Company. As our business and operations increase, we will assess the need for full time management and administrative support personnel.

   

LEGAL PROCEEDINGS

   

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

   

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

   

MARKET INFORMATION

   

ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD

   

We intend to have our common stock be quoted on the OTC Bulletin Board. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it: (i) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (ii) securities admitted to quotation are offered by one or more Broker- dealers rather than the “specialist” common to stock exchanges.

   

To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board until a future time, if at all. We may not now and it may never qualify for quotation on the OTC Bulletin Board.

   

TRANSFER AGENT

   

We have not retained a transfer agent to serve as transfer agent for shares of our common stock. Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.

   

HOLDERS

   

As of April 30, 2016, the Company had 2,000,000 shares of our common stock issued and outstanding held by 1 holder of record.

   

DIVIDEND POLICY

   

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

 

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

   

We have no equity compensation or stock option plans.

   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

   

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the service we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

   

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

   

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PLAN OF OPERATION

   

Our cash balance is $917 as of April 30, 2016. We do not believe that our cash balance is sufficient to fund our limited levels of operations beyond one year’s time. During the period from inception till this time we had revenue in the amount of $7,480, which was comprised from two customers.

 

Our independent registered public accountant has issued a going concern opinion. This means that there is a doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. There is no assurance we will ever reach that stage. To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so.

   

If we need additional cash and cannot raise it our director Denis Razvodovskij verbally agreed to provide additional cash for the Company. Even if we raise $160,000 from this offering, it will last one year, but we may need more funds, and we will have to revert to obtaining additional money.

   

In the next twelve months, following completion of our public offering, we plan to engage in the following activities to expand our business operations, using funds as follows:

   

   

25% of shares sold

50% of shares sold

75% of shares sold

100% of shares sold

   

Gross Proceeds from this Offering (1):

$

40,000

 

$

80,000

 

$

120,000

 

$

160,000

 

   

Legal and Accounting fees

$

10,000

 

$

10,000

 

$

10,000

 

$

10,000

 

SEC reporting and compliance

$

10,000

 

$

10,000

 

$

10,000

 

$

10,000

 

Leasing premises

$

-

 

$

1,500

 

$

6,400

 

$

12,200

 

Website development

$

1,350

 

$

2,600

 

$

3,600

 

$

4,300

 

Office expanses

$

2,500

 

$

4,700

 

$

8,500

 

$

14,500

 

Marketing and Advertising (2)

$

1,200

 

$

3,500

 

$

5,800

 

$

7,800

 

Additional orders of rent equipment and additional parts and suppliers

$

7,550

 

$

28,400

 

$

47,500

 

$

61,600

 

Salaries

$

5,400

 

$

12,800

 

$

18,200

 

$

25,600

 

Miscellaneous expenses

$

2,000

 

$

6,500

 

$

10,000

 

$

14,000

 

TOTALS

$

40,000

 

$

80,000

 

$

120,000

 

$

160,000

 

   

(1)        Expenditures for the 12 months following the completion of this offering. The expenditures are categorized by significant area of activity.

(2)        Includes travel costs to trade shows and exhibits.

 

During the first stages of our growth, our director will provide all of the labor required to execute our business plan at no charge, except we intend to hire a website programmer on a contract basis for three months at an estimated cost of $1,350-$4,300 to develop and test our website.

   

Denis Razvodovskij, our president will devote approximately from 10 to 20 hours of his time to our operations. Once we expand our operations, and are able to attract more and more customers to use our service of bicycles and Segways renting, Mr. Razvodovskij has agreed to commit more time as required. The Company also plans to hire a worker in the future, to operate in our second representative office in Vilnius, Lithuania, which we planning to open next month. Newmarkt Corp. has a draft of the employment agreement, which is filed as Exhibit 10.8 to this registration statement that is planning to be presented to our potential employee in the future. Because Mr. Razvodovskij will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.

 

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If the need for cash arises before we complete our public offering, we may be able to borrow funds from our director although there is no such formal agreement in writing. As of April 30, 2016 our director has borrowed to the Company $62,710 on no interest terms. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. Upon completion of our public offering, our specific goal is to profitably sell our service. Our plan of operations is as follows:

   

Establish Our Offices

   

Month 1-2: We currently have one representative office of the company, which located at Seimyniskiu g. 23 Vilnius 09200 Lithuania. The Company has also entered into two additional lease agreements. One the places, we are renting, is currently on the preparation stage to be our second representative office and second place is used as warehouse for our equipment. In our plan to expand our quantity of offices to four representative offices and two streets renting places in case if we achieve our best expectations and get $160,000 from this offering. In case if we sell 75%, 50% or 25% of shares in this offering we will rent one additional office, or keep three places we have now accordingly. The amount we are planning to spend on leasing our future property start from $1,500 to $12,200. 

   

We are expecting to have office expanses, which depend on the quantity of the offices in accordance to the raised financials, the range is from $2,500 till $14,500.

   

Development of Our Website

   

Months 3-5: During this period, we intend to develop our website. We plan to hire a web designer to help us with the design and development of our website. We do not have any written agreements with any web designers at current time. The website development costs, including site design and implementation will be $1,350-$4,300. Updating and improving our website will continue throughout the lifetime of our operations.

   

Negotiation With Potential Customers (Distributors And Brokers)

   

Months 5-12: We hope to negotiate agreements with several additional customers, the tourist companies, which are popular among locals and foreigners and offer them out service in renting. To date, several medium-sized tourist agencies have expressed interest in our service. We have no written agreements with any of them at the current time but we will continue negotiations in an attempt to secure contracts with these companies.

Newmarkt Corp. is currently in negotiations with two potential customers Trav Lt and Around Lithuania travel agencies, which are interested in our service and we are planning to sing service agreements with them in the very near future.     

Marketing

   

Months 5-12: We plan to use a few ways to marketing our service. We plan to use social networks such as Facebook and Instagram to market our service on the basic stage. We will place the pictures of our bikes and Segways there, and our customers can also leave a feedback about us there, which is very convenient nowadays. Our following move will be radio advertising, presenting our locations and offered service. The management is also plan to place a billboard banners in the city, which will help the Company be known not only among tourists, and also among locals. We intend to develop and maintain a database of potential customers who may want to use our service. We will follow up with these clients periodically send them our new offers and offer them presentations and special discounts from time to time. We plan to print brochures and flyers and mail them to potential customers and placed them in public places. We intend to spend between $1,200 and $7,800 on marketing efforts during the first year, depending upon the success of the offering. Marketing is an ongoing matter that will continue during the life of our operations.

 

Hire a Salesperson

   

Months 5-10: We are already planning to hire one person in the future for our second representative office that is currently on the preparation stage. If we are able to raise at least 50%, 75% and 100% of our offering we intend to hire two, three and four workers accordingly, who will help to manage work in our offices. Estimated cost is approximately from $5,400 to $25,600.

 

Newmarkt Corp. has a draft of the employment agreement, which is filed as Exhibit 10.8 to this registration statement that is planning to be presented to our potential employee in the future.

   

SEC FILING PLAN

   

We intend to become a reporting company in 2016 after our registration statement on Form S-1 is declared effective. This means that we will file documents with the United States Securities and Exchange Commission on a quarterly basis.

   

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RESULTS OF OPERATIONS

   

We had $7,480 operating revenues from July 17, 2015 (inception), through April 30, 2016 our fiscal year-end. Our activities have been financed from our services sales to our customers and the sale of common stock to sole officer and director for aggregate proceeds of $2,000. There is no assurance that we will continue to have gross profits from sales at this same level, or any sales at all.

 

LIQUIDITY AND CAPITAL RESOURCES

   

At April 30, 2016, we had a cash balance of $917. Our expenditures over the next 12 months are expected to be approximately $160,000, assuming we sell all shares in this offering.

   

Based on our current cash position, we will be able to continue operations for approximately 12 months, assuming we do not rise additional funding. We believe our current cash and net working capital balance is only sufficient to cover our expenses for filing required quarterly and annual reports with the Securities and Exchange Commission and our status as a corporation in the State of Nevada for the next 12 months. We must raise approximately $160,000, to complete our plan of operation for the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to rise sufficient funding from the sale of our common stock to fund our development activities. In the absence of such financing, our business will fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our plan of operation for the next 12 months and our business will fail.

   

GOING CONCERN CONSIDERATION

   

We have generated $7,480 revenues since inception. Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

   

OFF BALANCE SHEET ARRANGEMENTS

   

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

   

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   

Basis of Presentation - Our financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's fiscal year- end is April 30.

 

Use of Estimates - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us April differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

   

Development Stage Entity – The Company decided to early adopt ASU 2014-10, which eliminates the definition of a development stage entity, eliminates the development stage presentation and disclosure requirements under ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810.

   

Income Taxes - The Company accounts for income taxes under the provisions issued by the FASB, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

   

Loss Per Common Share - The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of April 30, 2016, there were no common stock equivalents outstanding.

   

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Impact of New Accounting Standards

   

The Financial Accounting Standards Board ("FASB") periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements. During this review the Company decided to early adopt ASU 2014-10, which eliminates the definition of a development stage, entity, eliminates the development stage presentation and disclosure requirements under ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

   

Our executive officer's and director's and their respective ages are as follows:

   

Name

Age

Positions

Denis Razvodovskij

28

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

   

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

   

DENIS RAZVODOVSKIJ

   

Mr. Razvodovskij has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director since July 17, 2015. For the past five years the director was working for UAB “Kantorius” in Vilnius, Lithuania in the field of information technologies and services. Mr. Razvodovskij’s desire to found our company led to our conclusion that Mr. Razvodovskij should be serving as a member of our board of directors in light of our business and structure.

   

TERM OF OFFICE

   

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company's Bylaws provide that the Board of Directors will consist of a minimum of one member. Officers are elected by and serve at the discretion of the Board of Directors.

   

DIRECTOR INDEPENDENCE

   

Our board of directors is currently composed of one member, and he does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us with regard to our director's business and personal activities and relationships as they may relate to our management and us.

   

SIGNIFICANT EMPLOYEES AND CONSULTANTS

   

We currently have one employee, our sole officer, Denis Razvodovskij.

   

AUDIT COMMITTEE AND CONFLICTS OF INTEREST

   

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is a start-up stage company and has only one director, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

   

Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

   

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

   

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

   

22

 


 
 

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

   

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, every effort will be made to ensure that the board of directors hears the views of stockholders, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our board of directors will continue to monitor whether it would be appropriate to adopt such a process.

   

EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

   

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal 2016:

 

  Name and

Principal

Position

Period

Salary

($)

Bonus

($)

Stock

Awards

($)*

Option

Awards

($)*

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

($)

All Other

Compensation

($)

Total

($)

Denis Razvodovskij, President

2016

0

0

0

0

0

0

0

0

 

Our sole officer and director has not received monetary compensation since our inception to the date of this prospectus. We currently do not pay any compensation to any officer or any member of our board of directors.

   

EMPLOYMENT AGREEMENTS

   

The Company is not a party to any employment agreement and has no compensation agreement with any officer or director.

   

DIRECTOR COMPENSATION

   

The following table sets forth director compensation as of April 30, 2016:

   

Name

Fees

Earned or Paid in Cash

($)

Stock

Awards

($)

Opinion

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

   

Total

($)

   

Denis Razvodovskij, President

   

0

0

0

0

0

0

0

   

We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.

   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   

The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

   

The percentages below are calculated based on 2,000,000 shares of our common stock issued and outstanding as of the date of this prospectus. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

   

   

Title of class

   

   

Name and Address of Beneficial Owner

   

Amount and Nature of Beneficial Ownership

   

Percent of Common Stock

   

Common Stock

   

   

Denis Razvodovskij

   

2,000,000

   

100%

.

   

All directors and executive officers as a group (1 person)

   

   

   

2,000,000

   

100%

 

23

 


 
 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   

Mr. Razvodovskij is considered to be a promoter, and currently is the only promoter, of Newmarkt Corp., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.

   

On January 20, 2016, we offered and sold 2,000,000 shares of common stock to Denis Razvodovskij, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director, at a purchase price of $0.001 per share, for aggregate proceeds of $2,000.

   

Since January 20, 2016, Denis Razvodovskij has loaned us $62,710. The loan does not have any term, carries no interest and is not secured.

   

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

   

Our Bylaws provide to the fullest extent permitted by law that our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers.

   

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

   

WHERE YOU CAN FIND MORE INFORMATION

   

We have filed with the Commission a Registration Statement on Form S-1, under the Securities Act of 1933, as amended, with respect to the securities offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement. We do not file reports with the Securities and Exchange Commission, and we will not otherwise be subject to the proxy rules. The registration statement and other information may be read and copied at the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the Commission.

   

INTERESTS OF NAMED EXPERTS AND COUNSEL

   

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

   

The financial statements included in this prospectus and in the registration statement have been audited by Paritz & Company P.A., and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

   

Befumo & Schaeffer, PLLC, hereby will pass upon the validity of the issuance of the common stock for us with offices in Washington, DC.

         

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

   

Paritz & Company P.A. is our registered independent public registered accounting firm. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

       

24

 


 
 

INDEX TO FINANCIAL STATEMENTS

   

Our financial statements as of and for the period ended April 30, 2016 are included herewith.

 

NEWMARKT CORP.

TABLE OF CONTENTS

APRIL 30, 2016    

   

Report of Independent Registered Public Accounting Firm

   

F-1

Balance Sheet as of April 30, 2016

   

F-2

Statement of Operations for the period from July 17, 2015 (inception) to April 30, 2016

   

F-3

Statement of Changes in Stockholder’s Deficit for the period from July 17, 2015 (inception) to  April 30, 2016

   

F-4

Statement of Cash Flows for the period from July 17, 2015 (inception) to April 30, 2016

   

F-5

Notes to the Financial Statements

F-6 - F-9

   

25

 


 
 

     

   

P aritz

   

   

& Company, P.A

   15 Warren Street, Suite 25

Hackensack, New Jersey 07601

                 (201) 342-7753

        Fax:  (201) 342-7598

       E-Mail:  PARITZ@paritz.com

   

   

   

   

   

Certified Public Accountants

   

   

   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   

   

   

To the Board of Directors and Stockholders of

Newmarkt Corp.

   

We have audited the accompanying balance sheet of Newmarkt Corp (the “Company”) as of April 30, 2016, and the related statements of operations, changes in stockholders deficit, and cash flows for the period from inception (July 17, 2015) to April 30, 2016.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

   

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.   Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

   

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Newmarkt Corp. as of April 30, 2016, and the results of its operations and cash flows for the period from inception (July 17, 2015) to April 30, 2016 in conformity with accounting principles generally accepted in the United States of America.

   

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company had limited revenues from July 17, 2015 (inception) to April 30, 2016. The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

   

   

/S/ Paritz & Company, P.A.

   

Hackensack, New Jersey

July 8, 2016

   

   

   

F-1

 

26

 


 
 

     

NEWMARKT CORP.

BALANCE SHEET

APRIL 30, 2016

   

ASSETS

   

 

 

Current Assets

   

   

 

Cash and cash equivalents

$

917

 

Prepaid expense

   

3,598

 

Total Current Assets

 

4,515

 

Equipment net of, Accumulated depreciation of  $2,302

 

61,373

 

Total Assets

$

65,888

 

   

   

   

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

   

   

 

Liabilities

   

   

 

Current Liabilities

   

   

 

    Accrued expenses

   

7,500

 

    Customer deposits

   

2,800

 

Loan payable, related party

   

62,710

 

Total Current Liabilities and Total Liabilities

$

73,010

 

   

   

Stockholder’s Equity

   

Common stock, par value $0.001; 75,000,000 shares authorized, 2,000,000 shares issued and outstanding

   

2,000

 

Accumulated deficit

   

(9,122

)

Total Stockholder’s Deficit

$

(7,122

)

   

   

   

 

Total Liabilities and Stockholder’s Deficit

$

65,888

 

   

    See accompanying notes to financial statements.

   

F-2

 

27

 


 
 

     

NEWMARKT CORP.

STATEMENT OF OPERATIONS

FROM JULY 17, 2015 (INCEPTION) TO APRIL 30, 2016

     

REVENUES

$

7,480

 

   

   

   

 

OPERATING EXPENSES

   

   

 

General and Administrative Expenses

(16,602

)

TOTAL OPERATING EXPENSES

   

(16,602

)

   

   

   

 

NET LOSS BEFORE PROVISION FOR INCOME TAXES

   

(9,122

)

   

   

   

 

PROVISION FOR INCOME TAXES

   

-

 

   

   

   

 

NET LOSS

$

(9,122

)

   

   

   

 

NET LOSS PER SHARE: BASIC AND DILUTED

$

(0.02

)

   

   

   

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

   

553,425

 

   

   

   

 

   

See accompanying notes to financial statements.

   

F-3

 

28

 


 
 

     

NEWMARKT CORP.

STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT

FROM JULY 17, 2015 (INCEPTION) TO APRIL 30, 2016

   

 

 

Common Stock

 

Additional Paid-in

 

 

 

Accumulated

 

 

 

Total Stockholders’

 

   

 

Shares

 

 

 

Amount

 

 

 

Capital

 

 

 

Deficit

 

 

 

Deficit

 

   

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

Inception,  July 17, 2015

 

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

   

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

Shares issued for cash at $0.001 per share on  January 20, 2016

 

2,000,000

 

 

 

2,000

 

 

 

-

 

 

 

-

 

 

 

2,000

 

   

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

Net income for the period ended     April 30, 2016

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,122

)

 

 

(9,122

)

   

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

Balance,   April 30, 2016

 

2,000,000

 

 

$

2,000

 

 

$

-

 

 

$

(9,122

)

 

$

(7,122

)

   

See accompanying notes to financial statements.

   

F-4

 

29

 


 
 

     

NEWMARKT CORP.

STATEMENT OF CASH FLOWS

FROM JULY 17, 2015 (INCEPTION) TO APRIL 30, 2016

   

CASH FLOWS FROM OPERATING ACTIVITIES

 

   

 

Net loss for the period

$

(9,122

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

   

 

Depreciation

 

2,302

 

Changes in operating assets and liabilities:

 

   

 

Increase in Prepaid expense

 

(3,598

)

Increase in Customer deposits

 

2,800

 

Increase in Accrue expenses

 

7,500

 

CASH FLOWS USED IN OPERATING ACTIVITIES

 

(118

)

   

 

   

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

   

 

Purchase of Equipment

 

(63,675

)

CASH FLOWS USED IN INVESTING ACTIVITIES

 

(63,675

)

   

 

   

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

   

 

Proceeds from sale of common stock

 

2,000

 

Proceeds of Loan from related party

 

62,710

 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

 

64,710

 

   

 

   

 

NET INCREASE IN CASH

 

917

 

   

 

   

 

Cash, beginning of period

 

-

 

   

 

   

 

Cash, end of period

$

917

 

   

 

   

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

   

 

Interest paid

$

-

 

Income taxes paid

$

-

 

 

See accompanying notes to financial statements.

   

F-5

 

30

 


 
 

     

NEWMARKT CORP.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2016

   

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

   

Newmarkt Corp. (“the Company”, “we”, “us” or “our”) was incorporated on July 17, 2015, under the laws of the State of Nevada, for the purpose of the renting different kind of Segway and bicycles, dual wheels self-balancing electric scooter and related safety equipment.

   

NOTE 2 – GOING CONCERN

   

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues from July 17, 2015 (inception) through April 30, 2016. The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

   

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

   

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

   

Development Stage Company

The company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.”  The company is devoting substantially all of its efforts to the development of its business plans. The company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915

   

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

   

Start-up costs

In accordance with ASC 720, “Start-up Costs”, the company expenses all costs incurred in connection with the start-up and organization of the company.

   

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

   

These tiers include:

Level 1:

defined as observable inputs such as quoted prices in active markets;

Level 2:

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;

Level 3:

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

   

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity. The company has no assets or liabilities valued at fair value on a recurring basis.  

   

F-6

 

31

 


 
 

     

NEWMARKT CORP.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2016

   

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

   

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

   

Cash and Cash E q ui v a lents

T h e   C o m p a ny   c o nsi d ers   all   h i gh ly   li qu i d   inves t m e n ts   wit h   t h e   ori g i n a l   m atu ritie s   o f   thre e   m on t hs   or   les s   to be ca s h e q u i v a le n t s.

   

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of sport equipment (different kind of Segway and bicycles, dual wheels self-balancing electric scooter) is five years, related safety equipment is two years. Useful life of current version of web site is one year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.

   

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

   

Revenue Recognition

The Company recognizes revenue in accordance with ASC topic 605 “Revenue Recognition”. Revenue is recognized when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company rents its equipment on a short-term basis and records the revenue at the time the rental is completed.

   

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

   

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the period from July 17, 2015 (inception) to April 30, 2016 there were no potentially dilutive debt or equity instruments issued or outstanding.

   

Comprehensive Income

Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the period from July 17, 2015 (inception) to April 30, 2016 there were no differences between our comprehensive loss and net loss.

   

F-7

 

32

 


 
 

     

NEWMARKT CORP.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2016

   

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

   

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

   

NOTE 4 – EQUIPMENT

 

   

   

Equipment

 

Cost

   

   

 

As at July 17, 2015 

$

-

 

Additions

   

63,675

 

Disposals

   

-

 

As at April 30, 2016  

$

63,675

 

   

   

   

 

Depreciation

   

   

 

As at July 17, 2015 

   

(-

)

Change for the period

   

(2,302

)

As at April 30, 2016  

$

(2,302

)

   

   

   

 

Net book value

$

61,373

 

       

NOTE 5 – LOAN FROM RELATED PARTY

   

During the period from July 17, 2015 (Inception) to April 30, 2016, our sole director and shareholder has loaned to the Company $62,710. This loan is unsecured, non-interest bearing and due on demand.

   

The balance due to the director was $62,710 as of April 30, 2016.

   

NOTE 6 – COMMON STOCK

   

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

   

On January 20, 2016, the Company issued 2,000,000 shares of common stock to the Company’s founder for cash proceeds of $2,000 at $0.001 per share.

   

There were 2,000,000 shares of common stock issued and outstanding as of April 30, 2016.

   

NOTE 7 – COMMITMENTS AND CONTINGENCIES

   

We currently rent our physical property in Lithuania for a $400 monthly fee, starting on February 1, 2016   untill February 1, 2018. This location serves as our primary office for planning and implementing our business plan. The Company has signed two additional lease agreements in Vilnius Lithuania, which will commence in June 2016, for $280 and $200 monthly fee.   Terms of the Lease end on the 1st day of June 2017.

   

NOTE 8 – INCOME TAXES

   

The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the period from inception to April 30, 2016 to the company’s effective tax rate is as follows:

   

F-8

 

33

 


 
 

     

  NEWMARKT CORP.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2016

   

NOTE 8 – INCOME TAXES (CONTINUED)

   

 

   

April 30, 2016

 

Tax benefit at U.S. statutory rate

$

(3,101

)

   

   

   

 

Change in valuation allowance

$

3,101

 

   

$

-

 

 

The effects of temporary differences that give rise to the Company’s deferred tax asset as of April 30, 2016 are as follows:

 

 

   

April 30, 2016

 

Deferred tax assets:

     

Net operating loss

$  

3,101

 

Valuation allowance

$

(3,101

)  

 

$

-

 

 

 Change in valuation allowance:

 

Balance, July 17, 2015 (Inception)

$

-

 

Increase in valuation allowance

 

(3,101

)

Balance, April 30, 2016

$

(3,101

)

 

 

The Company has approximately $9,122 of net operating losses (“NOL”) available to be carried forward to offset taxable income, if any, in future years which expire in fiscal 2035. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

   

NOTE 9 – CONCENTRATIONS

 

All revenue was earned from two customers, which represented 65% and 35% of total revenue.

 

100% of the Company’s equipment was purchased from one supplier.

 

NOTE 10 – SUBSEQUENT EVENTS

 

Management has evaluated events subsequent to April 30, 2016 through July 8, 2016, the date these financial statements were available to be issued, and has determined that there are no events that would require disclosure in or adjustment to these financial statements.

 

F-9

 

34

 


 
 

     

 

NEWMARKT CORP.

   

4,000,000 SHARES OF COMMON STOCK

   

   

   

   

We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein nor the affairs of the Issuer have not changed since the date hereof.

   

Until __________, 201_ (90 days after the date of this prospectus), all dealers that effect transactions in these shares of common stock may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

   

   

   

THE DATE OF THIS PROSPECTUS IS JULY 18, 2016

   

35

 


 
 

       

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

   

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

   

   

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the Company.

   

SEC Registration Fee

$

16.11

Auditors Fees and Expenses

$

5,000

Legal Fees and Expenses

$

3,000

Transfer Agent Fees

$

1,000

EDGAR Agent Fees

$

1,000

TOTAL

$

10,016.11

   

INDEMNIFICATION OF DIRECTORS AND OFFICERS

   

The Company's Bylaws and Articles of Incorporation provide that we shall, to the full extent permitted by the Nevada General Business Corporation Law, as amended from time to time (the "Nevada Corporate Law"), indemnify all of our directors and officers. Section 78.7502 of the Nevada Corporate Law provides in part that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful.

   

Similar indemnity is authorized for such persons against expenses (including attorneys' fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnity has met the applicable standard of conduct. Under our Bylaws and Articles of Incorporation, the indemnity is presumed to be entitled to indemnification and we have the burden of proof to overcome that presumption. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such officer or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

   

RECENT SALES OF UNREGISTERED SECURITIES

   

Within the past two years we have issued and sold the following securities without registration:

     

On January 20, 2016, we offered and sold 2,000,0000 shares of common stock to Denis Razvodovskij, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director, at a purchase price of $0.001 per share, for aggregate proceeds of $2,000, the foregoing offering was made to a non-U.S. person, offshore of the U.S., with no directed selling efforts in the U.S., where offering restrictions were implemented in transactions pursuant to the exclusion from registration provided by Rule 903(b)(3) of Regulation S of the Securities Act.

 

36

 


 
 

   

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

   

The following exhibits are filed as part of this registration statement:

   

Exhibit

Description

3.1

Articles of Incorporation of Registrant

3.2

Bylaws of the Registrant

5.1

Opinion of Befumo & Schaeffer, PLLC, regarding the legality of the securities being registered

10.1

Leas Agreement, dated December 17, 2015

10.2

Leas Agreement, dated December 30, 2015

10.3

Leas Agreement, dated December 30, 2015

10.4

Service Agreement, dated January 15, 2016

10.5

Service Agreement, dated March 9, 2016

10.6

Oral Agreement, dated January 20, 2016

10.7

Purchase Agreement, dated December 17, 2015

10.8

Employment Agreement

23.2

Consent of Paritz & Company P.A.

99.1

Subscription Agreement

   

UNDERTAKINGS

   

The undersigned Registrant hereby undertakes:

   

(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

   

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

   

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

   

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

   

37

 


 
 

(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

   

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

   

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

   

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

   

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

   

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

   

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

   

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

   

SIGNATURES

   

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Vilnius, Lithuania on 14th day of July, 2016.

   

   

NEWMARKT CORP.

   

   

   

   

By:

/s/

Denis Razvodovskij

   

   

   

Name:

Denis Razvodovskij

   

   

   

Title:

President, Treasurer, Secretary and Director

   

   

   

(Principal Executive, Financial and Accounting Officer)

   

In accordance with the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates stated signed this registration statement

 

Signature

   

Title

   

Date

   

   

   

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

   

   

/s/     Denis Razvodovskij

   

   

July 18, 2016

Denis Razvodovskij

   

   

 

 

38

 

 



 

BY-LAWS OF

NEWMARKT CORP.

 

ARTICLE I

Offices

 

The principal office for the transaction of business of the Corporation shall be fixed or may be changed by approval of a majority of the authorized directors, and additional offices may be established and maintained at such other place or places as the Board of Directors may from time to time designate.

 

ARTICLE II

Books

 

The books and records of the Corporation may be kept (except as otherwise provided by the laws of the State of Nevada) outside of the State of Nevada and at such place or the Board of Directors may designate places as.

 

ARTICLE III

Stockholders

 

Section 1.  Place of Meetings, etc . Except as otherwise provided in these Bylaws, all meetings of the stockholders shall be held at such dates, times and places, within or without the State of Nevada, as shall be determined by the Board of Directors or the President of the Corporation and as shall be stated in the notice of the meeting or in waivers of notice thereof. If the place of any meeting is not so fixed, it shall be held at the registered office of the Corporation in the State of Nevada.

 

Section 2.  Annual Meetings . The Annual Meeting of stockholders of the Corporation for the election of Directors and the transaction of such other business as may properly come before said meeting shall be held at the principal business office of the Corporation or at such other place or places either within or without the State of Nevada as may be designated by the Board of Directors and stated in the notice of the meeting, on a date not later than 120 days following the close of the fiscal year of the Corporation as designated by the Board of Directors.

 

Section 3.  Special Meetings . Special meetings of the stockholders of the Corporation shall be held whenever called in the manner required by the laws of the State of Nevada for purposes as to which there are special statutory provisions, and for other purposes whenever called by resolution of the Board of Directors, or by the President, or by the holders of a majority of the outstanding shares of capital stock of the Corporation the holders of which are entitled to vote on matters that are to be voted on at such meeting. Any such Special Meetings of stockholders may be held at the principal business office of the Corporation or at such other place or places, either within or without the State of Nevada, as may be specified in the notice thereof. Business transacted at any Special Meeting of stockholders of the Corporation shall be limited to the purposes stated in the notice thereof. The notice shall state the date, time, place and purpose or purposes of the proposed meeting.


 
 

Section 4.  Notice of Meetings . Except as otherwise required or permitted by law, whenever the stockholders of the Corporation are required or permitted to take any action at a meeting, written notice thereof shall be given, stating the place, date and time of the meeting and, unless it is the annual meeting, by or at whose direction it is being issued. The notice also shall designate the place where the stockholders’ list is available for examination, unless the list is kept at the place where the meeting is to be held. Notice of a Special Meeting also shall state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be delivered personally or shall be mailed, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, the notice shall be given when deposited in the United States mail, postage prepaid and shall be directed to each stockholder at his or her address as it appears on the record of stockholders, unless he or she shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, in which case it shall be directed to him or her at the other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend the meeting, except for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened, or who shall submit, either before or after the meeting, a signed waiver of notice. Unless the Board of Directors, after the adjournment of such meeting, shall fix a new record date for an adjourned meeting or unless the adjournment is for more than thirty (30) days, notice of an adjourned meeting need not be given if the place, date and time to which the meeting shall be adjourned is announced at the meeting at which the adjournment is taken.

 

Section 5.  List of Stockholders . The officer of the Corporation who shall have charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place specified in the notice of the meeting or at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder present at the meeting.

 

Section 6.  Quorum . Except as otherwise expressly provided by the laws of the State of Nevada, or by the Articles of Incorporation of the Corporation, or by these Bylaws, at any and all meetings of the stockholders of the Corporation there must be present, either in person or by proxy, stockholders owning a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at said meeting. At any meeting of stockholders at which a quorum is not present, the holders of, or proxies for, a majority of the stock which is represented at such meeting, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.


 
 

Section 7.  Organization . The President shall call to order meetings of the stockholders and shall act as Chairman of such meetings. The Board of Directors or the stockholders may appoint any stockholder or any Director or officer of the Corporation to act as Chairman at any meeting in the absence of the President. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

   

Section 8.  Voting . Except as otherwise provided by the Article of Incorporation of the Corporation or these Bylaws, at any meeting of the stockholders each stockholder of record of the Corporation having the right to vote thereat shall be entitled to one (1) vote for each share of stock outstanding in his or her name on the books of the Corporation as of the record date and entitling him or her to so vote. A stockholder may vote in person or by proxy. Except as otherwise provided by the law of the State of Nevada or by the Article of Incorporation of the Corporation, any corpo- rate action to be taken by a vote of the stockholders, other than the election of directors, shall be authorized by not less than a majority of the votes cast at a meeting by the stockholders present in person or by proxy and entitled to vote thereon. Directors shall be elected as provided in Section 1 of Article IV of these Bylaws. Written ballots shall not be required for voting on any matter unless ordered by the Chairman of the meeting.

 

Section 9.  Proxies . Every proxy shall be executed in writing by the stockholder or by his or her attorney-in-fact.

 

Section 10.  Consent of Stockholders in Lieu of Meeting . Unless otherwise provided in the Articles of Incorporation of the Corporation, whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the laws of the state of Nevada or of the Articles of Incorporation, such corporate action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed, in person or by proxy, by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted in person or by proxy. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing, but who were entitled to vote on the matter.


 
 

ARTICLE IV

Directors

 

Section 1.  Number, Election and Term of Office . The Board of Directors shall manage the business and affairs of the Corporation. The number of Directors, which shall constitute the whole Board, shall be not less than one (1) and not more than nine (9). Within such limits, the number of Directors may be fixed from time to time by vote of the stockholders or of the Board of Directors, at any regular or special meeting, subject to the provisions of the Articles of Incorporation. The initial board shall consist of one (1) Director. Directors need not be stockholders. Directors shall be elected at the Annual Meeting of the stockholders of the Corporation, except as provided in Section 2 of this Article IV, to serve until their respective successors are duly elected and qualified. When used in these Bylaws, the phrase "entire Board" means the total number of directors, which the Corporation would have if there were no vacancies.

 

Section 2.  Vacancies and Newly Created Directorships . Except as hereinafter provided, any vacancy in the office of a Director occurring for any reason other than the removal of a Director pursuant to Section 3 of this Article, and any newly created Directorship resulting from any increase in the authorized number of Directors, may be filled by a majority of the Directors then in office. In the event that any vacancy in the office of a Director occurs as a result of the removal of a Director pursuant to Section 3 of this Article, or in the event that vacancies occur contemporaneously in the offices of all of the Directors, such vacancy or vacancies shall be filled by the stockholders of the Corporation at a meeting of stockholders called for that purpose. Directors chosen or elected as aforesaid shall hold office until their respective successors are duly elected and qualified.

   

Section 3.  Removals . At any meeting of stockholders of the Corporation called for that purpose, the holders of a majority of the shares of capital stock of the Corporation entitled to vote at such meeting may remove from office any or all of the Directors, with or without cause.

 

Section 4.  Resignations . Any director may resign at any time by giving written notice of his or her resignation to the Corporation. A resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

 

Section 5.  Place of Meetings . Except as otherwise provided in these Bylaws, all meetings of the Board of Directors shall be held at the principal business office of the Corporation or at such other place, within or without the State of Nevada, as the Board determines from time to time.


 
 

 

Section 6.  Annual Meetings . The annual meeting of the Board of Directors shall be held either (a) without notice immediately after the annual meeting of stockholders and in the same place, or (b) as soon as practicable after the annual meeting of stockholders on such date and at such time and place as the Board determines.

 

Section 7.  Regular Meetings . Regular meetings of the Board of Directors shall be held on such dates and at the principal business office of the Corporation or at such other place, either within or without the State of Nevada, as the Board determines. Notice of regular meetings need not be given, except as otherwise required by law.

 

Section 8.  Special Meetings . Special meetings of the Board of Directors may be called by the President or any two Directors on notice given to each Director, and such meetings shall be held at the principal business office of the Corporation or at such other place, either within or without the State of Nevada, as shall be specified in the notices thereof. The request shall state the date, time, place and purpose or purposes of the proposed meeting.

 

Section 9.  Notice of Meetings . Notice of each special meeting of the Board of Directors (and of each annual meeting held pursuant to subdivision (b) of Section 6 of this Article IV) shall be given, not later than 24 hours before the meeting is scheduled to commence, by the President or the Secretary and shall state the place, date and time of the meeting. Notice of each meeting may be delivered to a Director by hand or given to a director orally (whether by telephone or in person) or mailed or telegraphed to a Director at his or her residence or usual place of business, provided, however, that if notice of less than 72 hours is given it may not be mailed. If mailed, the notice shall be deemed to have been given when deposited in the United States mail, postage prepaid, and if telegraphed, the notice shall be deemed to have been given when the contents of the telegram are transmitted to the telegraph service with instructions that the telegram immediately be dispatched. Notice of any meeting need not be given to any Director who shall submit, either before or after the meeting, a signed waiver of notice or who shall attend the meeting, except if such Director shall attend for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened. Notice of any adjourned meeting, including the place, date and time of the new meeting, shall be given to all Directors not present at the time of the adjournment, as well as to the other Directors unless the place, date and time of the new meeting is announced at the adjourned meeting.

 

Section 10.  Quorum. Except as otherwise provided by the laws of the State of Nevada or in these Bylaws, at all meetings of the Board of Directors of the Corporation a majority of the entire Board shall constitute a quorum for the transaction of business, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another place, date and time.


 
 

 

Section 11.  Conduct of Meetings.  At each meeting of the Board of Directors of the Corporation, the President or, in his or her absence, a Director chosen by a majority of the Directors present shall act as Chairman of the meeting. The Secretary or, in his or her absence, any person appointed by the Chairman of the meeting shall act as Secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the Board shall be as determined by the Chairman of the meeting.

 

Section 12.  Committees of the Board . The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate an executive committee and other committees, each consisting of one (1) or more Directors. Each committee (including the members thereof) shall serve at the pleasure of the Board of Directors and shall keep minutes of its meetings and report the same to the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee. Alternate members may replace any absent or disqualified member or members at any meeting of a committee. In addition, in the absence or disqualification of a member of a committee, if no alternate member has been designated by the Board of Directors, the members present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

 

Except as limited by the laws of the State of Nevada, each committee, to the extent provided in the resolution establishing it, shall have and may exercise all the powers and authority of the Board of Directors with respect to all matters.

 

Section 13.  Operation of Committees . A majority of all the members of a committee shall constitute a quorum for the transaction of business, and the vote of a majority of all the members of a committee present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall adopt whatever other rules of procedure it determines for the conduct of its activities.

 

Section 14.  Consent to Action . Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

 

Section 15.  Meetings Held Other Than in Person . Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or any committee may participate in a meeting of the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

 


 
 

Section 16.  Compensation of Directors . Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for the attendance at each regular or special meeting of the Board; however nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

 

ARTICLE V

Officers

 

Section 1.  Number, Election and Term of Office . The officers of the Corporation shall be a President, a Treasurer, and a Secretary, and may at the discretion of the Board of Directors include a Chief Executive Officer, a Chief Financial Officer, Chairman of the Board and one or more Vice Presidents, Director of Corporate Development, General Managers, Assistant Treasurers and Assistant Secretaries. The officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the Annual Meeting of the stockholders, and shall hold their respective offices until their successors are duly elected and qualified. The same person may hold any two (2) or more offices. The Board of Directors may from time to time appoint such other officers and agents as the interests of the Corporation may require and may fix their duties and terms of office. Any officer may devote less than one hundred percent (100%) of his or her working time to his or her activities as such.

 

Section 2.  The President . The President shall be the chief executive and operating officer of the Corporation, and shall preside at all meetings of the stockholders and of the Board of Directors. The President shall have general and active management of the business and affairs of the Corporation, subject to the control of the Board, shall see that all orders and resolutions of the Board are effectuated, and shall have such other powers and duties as the Board assigns to him. He shall ensure that the books, reports, statements, certificates and other records of the Corporation are kept, made or filed in accordance with the laws of the State of Nevada. He shall cause to be called regular and special meetings of the stockholders and of the Board of Directors in accordance with these Bylaws. He may sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or where required by law to be otherwise signed, executed or delivered. He may sign, jointly with the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer, certificates of stock of the Corporation. He shall appoint and remove, employ and discharge, and fix the compensation of all servants, agents, employees and clerks of the Corporation other than the duly elected or appointed officers, subject to the approval of the Board of Directors. In addition to the powers and duties expressly conferred upon him by these Bylaws, he shall, except as otherwise specifically provided by the laws of the State of Nevada, have such other powers and the Board of Directors shall from time to time assign duties as to him.


 
 

 

Section 3.  The Vice President . There may be such Vice Presidents, as the Board of Directors shall determine from time to time, with duties determined by the Board of Directors. If there is only one Vice President appointed by the Board, he shall perform, in the absence or disability of the President, the duties and exercise the powers of the President and shall have such other powers and duties as the Board or the President assigns to him.

   

Section 4.  The Secretary . The Secretary may sign all certificates of stock of the Corporation jointly with the President. He shall record all the proceedings of the meetings of the stockholders and the Board of Directors of the Corporation in the books to be kept for that purpose. He shall have safe custody of the seal of the Corporation and, when authorized by the Board, he shall affix the same to any corporate instrument, and when so affixed he may attest the same by his signature. He shall keep the transfer books, in which all transfers of the capital stock of the Corporation shall be registered, and the stock books, which shall contain the names and addresses of all holders of the capital stock of the Corporation and the number of shares held by each. He shall keep the stock and transfer books available during business hours for inspection by any stockholder and for the transfer of stock. He shall notify the Directors and stockholders of the respective meetings as required by law or by these Bylaws of the Corporation. He shall have and perform such other powers and law or the Bylaws of the Corporation, or which the Board or the President may assign to him from time to time may require duties as.

 

Section 5.  Assistant Secretaries . The Assistant Secretaries shall, during the absence or incapacity of the Secretary, assume and perform all functions and duties which the Secretary might lawfully do if present and not under any incapacity.

 

Section 6.  The Treasurer Subject to the control of the Board, the Treasurer shall have the care and custody of the corporate funds and the books relating thereto. He shall perform all other duties incident to the office of Treasurer. He shall have such other powers and duties as the Board or the President assigns to him from time to time. He shall keep full and accurate accounts of all receipts and disbursements of the Corporation in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, and shall render to the President or the Directors, whenever they may require it, an account of all his transactions as Treasurer and an account of the business and financial position of the Corporation. The Treasurer shall be the “Treasurer” for purposes of the laws of the State of Nevada.

 

Section 7.  Assistant Treasurers . The Assistant Treasurers shall, during the absence or incapacity of the Treasurer, assume and perform all functions and duties which the Treasurer might lawfully do if present and not under any incapacity.

 


 
 

Section 8.  Transfer of Duties . The Board of Directors may transfer the power and duties, in whole or in part, of any officer to any other officer, or other persons, notwithstanding the provisions of these Bylaws, except as otherwise provided by the laws of the State of Nevada.

 

Section 9.  Removals . Subject to his or her earlier death, resignation or removal as hereinafter provided, each officer shall hold his or her office until his or her successor shall have been duly elected and shall have qualified. Any officer or agent of the Corporation may be removed from office at any time, with or without cause, by the affirmative vote of a majority of the entire Board, at a meeting of the Board of Directors called for that purpose.

   

Section 10.  Resignations . Any officer or agent of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

 

Section 11.  Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board of Directors shall choose a successor to hold such office for the unexpired term. If any other officer or agent becomes vacant for any reason, the Board of Directors may fill the vacancy, and each officer so elected shall serve for the remainder of his or her predecessor's term.

 

Section 12. Compensation of Officers. The officers shall receive such salary or the Board of Directors may determine compensation as.

 

ARTICLE V

Contracts, Checks and Notes

 

Section 1.  Contracts . Unless the Board of Directors shall otherwise specifically direct, all contracts of the Corporation shall be executed in the name of the Corporation by the President, Vice President or chief executive officer of the Corporation.

 

Section 2.  Checks and Notes . Such officers shall sign all negotiable instruments of the Corporation or the Board of Directors may designate agents of the Corporation as.

 

ARTICLE VI

Provisions Relating to Stock Certificates and Stockholders

 

Section 1.  Certificates of Stock . Certificates for the Corporation's capital stock shall be in such form as required by law and as approved by the Board. Each certificate shall be signed in the name of the Corporation by the President or any Vice President and by the Secretary, the Treasurer or any Assistant Secretary or any Assistant Treasurer and shall bear the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation or its employees, the signature of any officer of the Corporation may be a facsimile signature. In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature was placed on any certificate shall have ceased to be such officer, transfer agent or registrar before the certificate shall be issued, it may nevertheless be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.


 
 

Section 2.  Lost Certificates, etc . The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board may require the owner of the lost, mutilated, stolen or destroyed certificate, or his legal representatives, to make an affidavit of that fact and to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of the certificate or the issuance of a new certificate.

 

Section 3.  Transfer of Stock . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

   

Section 4.  Record Date . For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or for the purpose of any other action, the Board may fix in advance, a record date, which shall be not more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

 

Section 5.  Registered Stockholders . The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares by any other person, whether or not it shall have notice thereof, except as expressly provided by the laws of the State of Nevada.

 

ARTICLE VII

General Provisions

 

Section 1.  Dividends . To the extent permitted by law, the Board shall have full power and discretion, subject to the provisions of the Articles of Incorporation of the Corporation and the terms of any other corporate document or instrument binding upon the Corporation, to determine what, if any, dividends or distributions shall be declared and paid or made. Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the Directors think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors think conducive to the interests of the Corporation. The Directors may modify or abolish any such reserve in the manner in which it was created.


 
 

Section 2.  Seal . The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Nevada.”

 

Section 3.  Fiscal Year . The fiscal year of the Corporation shall be end on February 29.

 

Section 4.  Voting Shares in Other Corporations . Unless otherwise directed by the Board, shares in other corporations, which the Corporation holds, shall be represented and voted only by the President or by a proxy or proxies appointed by him or her.

   

Section 5.  Indemnification.

 

(a) The Corporation shall indemnify any person who was, or is threatened to be made, a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was a director, officer, employee or agent of the Corporation, or (ii) while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or similar functionary of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted under the Revised Statutes of the State of Nevada, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a director or officer of the Corporation while this Article VII is in effect. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement or otherwise.

 

(b) As used herein, the term "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding.

 

(c) A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (ii) for the payment of distributions in violation of the Revised Statutes of the State of Nevada. Any repeal or amendment of this Article VII by the shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation arising from an act or omission occurring prior to the time of such repeal or amendment. In addition to the circumstances in which a director or officer of the Corporation is not personally liable as set forth in the foregoing provisions of this Article VII, a director or officer shall not be liable to the Corporation or its stockholders to such further extent as permitted by any law hereafter enacted, including, without limitation, any subsequent amendment to the Revised Statutes of the State of Nevada.


 
 

ARTICLE VIII

Amendments

 

These Bylaws may be adopted, altered, amended or repealed or new Bylaws may be adopted by the stockholders, or by the Board of Directors by the Articles or Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Articles of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

 

 

 

/s/ Denis Razvodovskij______________________

Razvodovskij Denis,

President and Treasurer of Newmarkt Corp. 

5 th day of August 2015

 

 

 

 

 

 

BEFUMO & SCHAEFFER PLLC

A PROFESSIONAL FIRM WITH LAWYER & NON-LAWYER PARTNERS

P.O. Box 65873 | Washington, DC 20035 | Phone: 202-669-0619 | Fax: 202-478-2900 | legal@befumolaw.com

 

 

 

July 18, 2016

 

 

 

United States Securities and Exchange Commission

100 F Street

Washington, D.C. 20549

 

 

RE: Legal Opinion Pursuant to SEC Form S-1 for Newmarkt Corp. 

 

 

Ladies and Gentlemen:

 

I have acted as special counsel to Newmarkt Corp. (the “Company”) for the limited purpose of rendering this opinion in connection with the Registration Statement on Form S-1 and the Prospectus included therein (collectively the “Registration Statement”) which is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") on or about July 18, 2016, with respect to the registration and proposed sale of 4,000,000 shares of Common Stock, par value $0.001 per share (the “Shares”), which may be sold at a price of $0.04 per share.

 

In my capacity as special counsel to the Company, I have reviewed instruments, documents, and records, and made such examinations of law and fact as I have deemed relevant and necessary to form the opinion hereinafter expressed, including, but not limited to: The Articles of Incorporation of the Company; the By-Laws of the Company; and documents relating to the issuance of Shares.  I have examined such documents in light of the the current federal laws of the United States and Nevada law, including the Nevada Constitution, all applicable provisions of Nevada statutes, and reported judicial decisions interpreting those laws.  In such examinations, I have assumed the legal capacity of all natural persons, the authenticity and completeness of all instruments submitted to me as original documents, the conformity to the authentic originals of all documents supplied to me as certified or photostatic or faxed copies, and the genuineness of all signatures contained in the records, documents, instruments, and certificates I have reviewed.

 

In conducting my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate, limited liability company or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate, limited liability company or other, and the due execution and delivery by such parties of such documents and that, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties.

 

 


 
 

 

 

BEFUMO & SCHAEFFER PLLC

A PROFESSIONAL FIRM WITH LAWYER & NON-LAWYER PARTNERS

P.O. Box 65873 | Washington, DC 20035 | Phone: 202-669-0619 | Fax: 202-478-2900 | legal@befumolaw.com

 

 

 

Based upon and subject to the foregoing, I make the following opinion on the legality of the securities being registered.  I am of the opinion that:

 

1. The Company has an authorized capitalization of 75,000,000 shares of Common Stock, $0.001 par value, and no shares of Preferred Stock.

 

2. The 4,000,000 shares that are being offered by the Company, upon the due execution by the Company and the registration by its registrar of such shares, the sale thereof by the Company is in accordance with the terms of the Registration Statement and after the effectiveness of the Registration Statement, and the receipt of consideration therefore in accordance with the terms of the Registration Statement, such shares will be duly and validly issued and authorized, fully paid and non-assessable. 

 

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not represent that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.

 

 

 

Very Truly Yours,

 

/s/ Andrew J Befumo

Andrew J. Befumo, Esq.

Partner, Befumo & Schaeffer, PLLC

 

LEASE AGREEMENT

 

THIS LEASE AGREEMENT (the “Agreement”), made and entered into on this 17 th of December 2015 by and between Arnas Cerauskas (“Lessor”) and Newmarkt Corp. (“Lessee”) collectively referred to as (the “Parties"). The Parties agree as follows:

 

Premise

In consideration of the rents to be paid hereunder and the covenants and obligations to be observed by the Lessee, Lessor does hereby lease to the Lessee and the Lessee does hereby lease and take from the Lessor the following property: 55 square meters on the first floor of the building at Seimyniskiu g. 23 Vilnius 09200 Lithuania  together with all improvements located thereon (the "Premise").

Term

The term of this Lease shall commence on the 1 st day of February 2016 and continue to be legible till 1 st day of February 2018 . Lessee shall exercise such renewal option by giving written notice of not less than thirty (30) days to Lessor.

Rent

For and during the initial term of the Lease, Lessee shall pay to Lessor monthly rent fee of Ђ 360 per month and for the total first year the amount of Ђ 4,320 has to be paid . The monthly payment has to be paid till 15th day of each calendar month.

In case of payment delays Lessor has the right to terminate this Agreement, and may retain any deposit in full.

The Lessee can pay the rent fee under this Agreement in dollars, in this case the price will be charged on the following terms: monthly rent in the amount of $400 and year rent fee $4,800 during the time when this Agreement is legible.

Utilities

Unless otherwise expressly agreed in writing by Lessor, Lessee shall pay all utility charges relating to the Leased Premise during the term of this Lease.

Signs

Upon obtaining Lessor's consent, Lessee shall have the right to place any signs which are permitted by applicable zoning ordinances and private restrictions on the Premise, at locations selected by Lessee. Lessor may refuse such consent if it is in Lessor's opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the Premise. Lessee shall repair all damage to the Leased Premise resulting from the removal of signs installed by Lessee.

Alterations & Improvements

Lessee may, at its sole expense, redecorate the Premise and make such non-structural alterations and changes as Lessee shall deem expedient or necessary, provided, however, such alterations and changes shall neither impair the structural soundness nor diminish the value of the Premise. The Lessee may make structural alterations and additions to the Premise provided Lessee first obtains the consent of the Lessor in writing. The Lessor agrees that it shall not withhold such consent unreasonably.

Quiet Possession

Lessor covenants and warrants that upon performance by Lessee of its obligations hereunder, Lessor will keep and maintain Lessee in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premise during the term of this Lease.

Entry

Lessor shall have the right to enter upon the Premise at reasonable hours to inspect the same, provided Lessor shall not thereby unreasonably interfere with Lessee's business on the Premise.

 

 


 
 

Termination

Either party may terminate this Agreement without cause by giving thirty (30) days written notice to the other party. Upon the expiration or earlier termination of this Agreement, Lessee shall return the Premise to Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof alone excepted.

Damage and Destruction

In the event if the Premise or any part thereof is damaged by fire, casualty or structural defects that the same cannot be used for Lessee's purposes, then Lessee shall have the right within ninety (90) days following damage to elect by notice to Lessor to terminate this Lease. In the event if such damage does not render the Leased Premise unusable for Lessee's purposes, Lessor shall promptly repair such damage at the cost of the Lessor. Lessee shall be relieved from paying rent and other charges during any portion of the Lease term that the Leased Premise are inoperable or unfit for occupancy, or use, in whole or in part, for Lessee's purposes.

Assignment and Subletting

Lessee shall not sublet the Premise or assign this Agreement without the prior written consent of the Lessor. Any such attempt to sublet or assignment by Lessee shall be a breach of this Agreement and cause for immediate termination.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties. No changes or additions to the terms of the Agreement shall be valid unless in writing and signed by both Parties.

 

 

Authorized signatures of the Parties:

 

 

LESSOR

Arnas Cerauskas

/s/ Arnas Cerauskas

LESSEE

Denis Razvodovskij

Chief Executive officer and President of Newmarkt Corp.       

/s/ Denis Razvodovskij

 

 

 LEASE AGREEMENT

 

This Lease Agreement (Lease) is entered into on this 30 th day of December 20 15 , by and between Lynas Karpickij (Landlord) and Newmarkt Corp. (Tenant) further (Parties). Landlord makes available for lease a n office, placed a t Zalgirio g. 92, Vilnius 09300 Lithuania with the area of 37 square meters (Leased Premise). Landlord desires to lease the Leased Premise to Tenant, and Tenant desires to lease the Leased Premise from Landlord for the term, at the rental and upon the provisions set forth herein.

THEREFORE, in consideration of the mutual promises contained herein it is agreed:

Term: The Term of the Lease begin s on the 1 st day of June 20 16 , and ends on the 1 st day of June 20 17 . Landlord shall use its best efforts to put Tenant in possession of the Leased Premise on the beginning of the Lease term. Tenant may renew the Lease for one extended term of one year or more .

Tenant shall exercise such renewal option, if at all, by providing written notice to Landlord not less than twenty ( 2 0) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as contained in this Lease.

Rent: Tenant shall pay to Landlord during the preliminary Term rent of 2,160 Euro ( ) per year , payable in installments of 180 Euro ( ) per month. Each installment payment shall be due in advance on the 10 th day of each calendar month during the Lease term to Landlord . The Tenant has the right to pay rent in US Dollars currency for the amount of 200 Dollars ($) per month and 2,400 Dollars ($) per year accordingly.

Prohibited Uses: Despite of missing, Tenant shall not use the Leased Premise for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device.

Repairs: During the Lease term, Tenant shall make, at Tenant's expenditure, all essential repairs to the Leased Premise. Repairs shall contain such items as routine repairs of floors, walls, ceilings, and other parts of the Leased Premise damaged or worn through normal occupancy, except for major mechanical systems or the roof, subject to the obligations of the Parties otherwise set forth in this Lease.

Alterations and Improvements: Tenant, at Tenant's expenditure, shall have the right, upon getting Landlord's permission, to alter, redecorate, and make additions, improvements and replacements of and to all or any part of the Leased Premise from time to time as Tenant may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, trade fixtures, equipment and other temporary installations in and upon the Leased Premise, and fasten the same to the Premise. All personal property, equipment, machinery, trade fixtures and temporary installations, whether acquired by Tenant at the commencement of the Lease term or placed or installed on the Leased Premise by Tenant thereafter, shall remain Tenant's property free and clear of any claim by Landlord. Tenant shall have the right to remove the same at any time during the term of this Lease provided that Tenant shall repair, at Tenant's expense, all damage to the Leased Premise caused by such removal.

Utilities: Tenant shall pay all accuses for water,  gas, electricity, telephone and other services and utilities used by Tenant on the Leased Premise during the term of this Lease unless otherwise specifically agreed in writing by Landlord. In the event that any utility or service given to the Leased Premise is not unconnectedly metered, Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro rata share of the charges. Tenant shall pay such all utility charges prior to the due date. Tenant acknowledges that the Leased Premise is designed to provide standard office use electrical facilities and standard office lighting.

Signs: Following Landlord's permission, Tenant shall have the right to place on the Leased Premise, at locations chosen by Tenant, any signs which are allowed by appropriate zoning ordinances and private limitations. Landlord may refuse consent to any proposed signage that is in Landlord's opinion too large, deceptive, unappealing or otherwise conflicting with or unsuitable to the Leased Premise or use of any other tenant. Landlord shall aid and cooperate with Tenant in obtaining any essential permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the Leased Premise resulting from the removal of signs installed by Tenant.


 
 

Waiver: No waiver of any default of Landlord or Tenant hereunder shall be indirect from any lapse to take any action on account of such default if such default is repeated, and no articulate waiver shall have an effect on any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

Final Agreement: This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a further writing that is duly executed by both Parties may modify this Agreement.

IN WITNESS WHEREOF , the Parties have executed this Lease as of the day and year first above written.

 

 

 

 

 

 

 

Signature of Landlord:

 

/s/ Lynas Karpisckij

Signature of Tenant:

 

/s/ Denis Razvodovskij

 

 


 

 

Name of the Landlord:

Lynas Karpisckij


 

 

Name of the Tenant:

Newmarkt Corp.

President Denis Razvodovskij

 

 

 

 

 LEASE AGREEMENT

 

This Lease Agreement (Lease) is entered into on this 30 th day of December 20 15 , by and between Lynas Karpickij (Landlord) and Newmarkt Corp. (Tenant) further (Parties). Landlord makes available for lease a n office, placed a t A. Juozapaviciaus g. 9, Vilnius 0931, Lithuania with the area of 44 square meters (Leased Premise). Landlord desires to lease the Leased Premise to Tenant, and Tenant desires to lease the Leased Premise from Landlord for the term, at the rental and upon the provisions set forth herein.

THEREFORE, in consideration of the mutual promises contained herein it is agreed:

Term: The Term of the Lease begin s on the 1 st day of June 20 16 , and ends on the 1 st day of June 20 17 . Landlord shall use its best efforts to put Tenant in possession of the Leased Premise on the beginning of the Lease term. Tenant may renew the Lease for one extended term of one year or more .

Tenant shall exercise such renewal option, if at all, by providing written notice to Landlord not less than twenty ( 2 0) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as contained in this Lease.

Rent: Tenant shall pay to Landlord during the preliminary Term rent of 3,060 Euro ( ) per year , payable in installments of 255 Euro ( ) per month. Each installment payment shall be due in advance on the 10 th day of each calendar month during the Lease term to Landlord . The Tenant has the right to pay rent in US Dollars currency for the amount of 280 Dollars ($) per month and 3,360 Dollars ($) per year accordingly.

Prohibited Uses: Despite of missing, Tenant shall not use the Leased Premise for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device.

Repairs: During the Lease term, Tenant shall make, at Tenant's expenditure, all essential repairs to the Leased Premise. Repairs shall contain such items as routine repairs of floors, walls, ceilings, and other parts of the Leased Premise damaged or worn through normal occupancy, except for major mechanical systems or the roof, subject to the obligations of the Parties otherwise set forth in this Lease.

Alterations and Improvements: Tenant, at Tenant's expenditure, shall have the right, upon getting Landlord's permission, to alter, redecorate, and make additions, improvements and replacements of and to all or any part of the Leased Premise from time to time as Tenant may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, trade fixtures, equipment and other temporary installations in and upon the Leased Premise, and fasten the same to the Premise. All personal property, equipment, machinery, trade fixtures and temporary installations, whether acquired by Tenant at the commencement of the Lease term or placed or installed on the Leased Premise by Tenant thereafter, shall remain Tenant's property free and clear of any claim by Landlord. Tenant shall have the right to remove the same at any time during the term of this Lease provided that Tenant shall repair, at Tenant's expense, all damage to the Leased Premise caused by such removal.

Utilities: Tenant shall pay all accuses for water,  gas, electricity, telephone and other services and utilities used by Tenant on the Leased Premise during the term of this Lease unless otherwise specifically agreed in writing by Landlord. In the event that any utility or service given to the Leased Premise is not unconnectedly metered, Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro rata share of the charges. Tenant shall pay such all utility charges prior to the due date. Tenant acknowledges that the Leased Premise is designed to provide standard office use electrical facilities and standard office lighting.

Signs: Following Landlord's permission, Tenant shall have the right to place on the Leased Premise, at locations chosen by Tenant, any signs which are allowed by appropriate zoning ordinances and private limitations. Landlord may refuse consent to any proposed signage that is in Landlord's opinion too large, deceptive, unappealing or otherwise conflicting with or unsuitable to the Leased Premise or use of any other tenant. Landlord shall aid and cooperate with Tenant in obtaining any essential permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the Leased Premise resulting from the removal of signs installed by Tenant.


 
 

Waiver: No waiver of any default of Landlord or Tenant hereunder shall be indirect from any lapse to take any action on account of such default if such default is repeated, and no articulate waiver shall have an effect on any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

Final Agreement: This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a further writing that is duly executed by both Parties may modify this Agreement.

IN WITNESS WHEREOF , the Parties have executed this Lease as of the day and year first above written.

 

 

 

Signature of Landlord:

 

 

 

/s/ Lynas Karpisckij

Signature of Tenant:

 

 

 

/s/ Denis Razvodovskij  

 

Name of the Landlord:

Lynas Karpisckij

 

Name of the Tenant:

Newmarkt Corp.

President Denis Razvodovskij

 

 

 

 

NEWMARKT CORP.

 

EQUIPMENT RENTAL AGREEMENT

 

Nr.# 011520-16

Dated: January 15, 2016

 

OWNER: Newmarkt Corp.

Legal address: P.O.Box 1408,5348 Vegas Drive,

89108 Las Vegas, Nevada, USA

DELIVERING ADDRESS: Newmarkt Сorp.

Seimyniskiu g. 23

Vilnius 09200, Lithuania

PHONE: +3 (705) 2078574

 

 

RENTER: Sigvita TA

Legal address: Kalvariju ul.143, Vilnius 08221, Lithuania

 

DATE: January 15, 2016

 

 

PLACE OF USE: Vilnius, Lithuania

CONTACT: Denis Razvodovskij

 

DATE: January 15, 2016

PHONE: +3 (705) 2078574

 

 

EQUIPMENT RENTED

 

 

ITEM

1.

Adult bicycle

2.

Kids bicycle

3.

 

 

RENTAL RATE All rates, price details, and currency details will be provided in the Exhibit 1 to this Agreement. The Renter will receive the updated price list every time when the rates are changed and the Exhibit 1 should be updated accordingly to these changes.

RENTAL TERMS AND CONDITIONS

1.   The RENTER shall keep and maintain the rented equipment during the terms of the rental at his won cost and expense. He shall keep the equipment in a good state of repair, normal wear and tear excepted.

2.   The RENTER shall pay the OWNER full compensation for replacement and/or repair of any equipment, which is not returned because it is lost or stolen, or any equipment, which is damaged and in need of repair to put it into the same condition it was in at the time of rental, normal wear and tear excepted.

Equipment Rental Agreement •  Page 1 of 5

 


 
 

3.   The RENTER can make an advanced payment upon signing this agreement. The RENTER is allowed to get up to 10% discount in case of advance payments.

4.   This agreement is made for a term of one year from the date above written.

4.   The equipment shall be returned to OWNER at the RENTER’s risk, cost and expense.

5.   No allowance will be made for any rented equipment or portion thereof which is claimed not to have been used. Acceptance of returned equipment by OWNER does not constitute a waiver of any of the rights OWNER has under the rental agreement. 



6.   RENTER indemnifies and holds OWNER harmless for all injuries or damage of any kind for repossession and for all consequential and special damages for any claimed breach of warranty. 


7.   These terms are accepted by the RENTER upon delivery of the terms to the RENTER or the agent or other representative of RENTER. 


8.   Both parties can amend this agreement. Additional information can be added as an Exhibit to this agreement and it has to be signed by both parties.

 

Date January 15, 2016__________________________

 

 

 

Signatures /s/ Agneshka Stanius_____________________________________________

RENTER Sigvita TA

 

 

 

Signatures /s/ Denis Razvodovskij____________________________________________

OWNER: Newmarkt Corp.

 

 

 

 

 

 

 

Equipment Rental Agreement • Page 2 of 5

 


 
 

Exhibit 1

Dated: February 15, 2016

 

Exhibit 1 to the Equipment Rental Agreement

Nr.# 011520-16, dated: January 15, 2016

 

 

Price List of the offered service to the Renter:

Nr.

ITEM

Price per hour, €

Price per half-day, €

Price per day, €

Price per weekend, €

1.

Adult bicycle

16

30

46

88

2.

Kids bicycle

13

26

44

79

3.

Segway

21

84

154

-

4.

Safety equipment

1

5

8

16

 

The prices in this Agreement can be converted to USD currency, fixed by the Bank of Lithuania on the day of the payment.

 

Date February 15, 2016

 

 

Signatures /s/ Agneshka Stanius_____________________________________________

RENTER Sigvita TA

 

 

Signatures /s/ Denis Razvodovskij____________________________________________

OWNER: Newmarkt Corp.


 

 

 

 

 

 

 

 

 

 

Equipment Rental Agreement • Page  3 of 5

 


 
 

Exhibit 2

Dated February 15, 2016

 

Exhibit 2 to the Equipment Rental Agreement

Nr.# 011520-16, dated: January 15, 2016

 

The OWNER has expanded the range of the offered equipment to the RENTER as following:

 

EQUIPMENT RENTED

 

 

ITEM

1.

Adult bicycle

2.

Kids bicycle

3.

Segway

 

 

 

Date February 15, 2016

 

 

Signatures /s/ Agneshka Stanius_____________________________________________

RENTER Sigvita TA

 

 

Signatures /s/ Denis Razvodovskij___________________________________________

OWNER: Newmarkt Corp.

 

 

 

 

 

 

 

 

 

 

 

 

Equipment Rental Agreement • Page  4 of 5

 


 
 

Exhibit 1

Dated: March 4, 2016

 

Exhibit 1 to the Equipment Rental Agreement

Nr.# 011520-16, dated: January 15, 2016

 

 

Price List of the offered service to the Renter:

Nr.

ITEM

Price per hour, €

Price per half-day, €

Price per day, €

Price per weekend, €

1.

Adult bicycle

15

30

45

85

2.

Kids bicycle

12

25

40

75

3.

Segway

20

80

150

-

4.

Safety equipment

1

5

8

16

 

Peak season: May-September

Nr.

ITEM

Price per hour, €

Price per half-day, €

Price per day, €

Price per weekend, €

1.

Adult bicycle

18

34

50

90

2.

Kids bicycle

15

29

45

85

3.

Segway

25

85

154

-

4.

Safety equipment

1

5

8

16

 

The prices in this Agreement can be converted to USD currency, fixed by the Bank of Lithuania on the day of the payment.

 

Date March 4, 2016

 

Signatures /s/ Agneshka Stanius_____________________________________________

RENTER: Sigvita TA

 

Signatures /s/ Denis Razvodovskij___________________________________________

OWNER: Newmarkt Corp.

 

Equipment Rental Agreement • Page  5 of 5

 

 

3.   The RENTER can make an advanced payment upon signing this agreement.

4.   This agreement is made for a term of one year from the date above written.

4.   The equipment shall be returned to OWNER at the RENTER’s risk, cost and expense.

5.   No allowance will be made for any rented equipment or portion thereof which is claimed not to have been used. Acceptance of returned equipment by OWNER does not constitute a waiver of any of the rights OWNER has under the rental agreement. 



6.   RENTER indemnifies and holds OWNER harmless for all injuries or damage of any kind for repossession and for all consequential and special damages for any claimed breach of warranty. 


7.   These terms are accepted by the RENTER upon delivery of the terms to the RENTER or the agent or other representative of RENTER. 


8.   Both parties can amend this agreement. Additional information can be added as an Exhibit to this agreement and it has to be signed by both parties.

 

Date: March 9, 2016______________________

 

 

 

Signatures /s/ Alinas Popirus_________________________________________________

RENTER Active Holidays TA

 

 

 

Signatures /s/ Denis Razvodovskij_____________________________________________

OWNER Newmarkt Corp.


 

 

 

 

 

 

 

 

 

Equipment Rental Agreement • Page 2 of 4

 


 
 

Exhibit 1

Dated: March 9, 2016

 

Exhibit 1 to the Equipment Rental Agreement

Nr.# 030920-16, dated: March 9, 2016

 

 

Price List of the offered service to the Renter:

Nr.

ITEM

Price per hour, €

Price per half-day, €

Price per day, €

Price per weekend, €

1.

Adult bicycle

15

30

45

85

2.

Kids bicycle

12

25

40

75

3.

Segway

20

80

150

-

4.

Safety equipment

1

5

8

16

 

Peak season: May-September

Nr.

ITEM

Price per hour, €

Price per half-day, €

Price per day, €

Price per weekend, €

1.

Adult bicycle

18

34

50

90

2.

Kids bicycle

15

29

45

85

3.

Segway

25

85

154

-

4.

Safety equipment

1

5

8

16

 

The prices in this Agreement can be converted to USD currency, fixed by the Bank of Lithuania on the day of the payment.

 

Date March 9, 2016______________________

 

Signatures /s/ Alinas Popirus_________________________________________________

RENTER: Active Holidays TA

 

Signatures /s/ Denis Razvodovskij_____________________________________________

OWNER: Newmarkt Corp.

 

Equipment Rental Agreement • Page 3 of 4

 


 
 

Exhibit 2

Dated: March 9, 2016

 

Exhibit 2 to the Equipment Rental Agreement

Nr.# 030920-16, dated: March 9, 2016

 

The OWNER has expanded the range of the offered equipment to the RENTER as following:

 

EQUIPMENT RENTED

 

 

ITEM

1.

Adult bicycle

2.

Kids bicycle

3.

Segway

 

 

 

Date March 9, 2016______________________

 

 

Signatures /s/ Alinas Popirus_________________________________________________

RENTER: Active Holidays TA

 

 

Signatures /s/ Denis Razvodovskij_____________________________________________

OWNER: Newmarkt Corp.

 

 

Equipment Rental Agreement • Page 4 of 4

 

 

Oral Agreement

Date January 20, 2016

 

 

 

This Oral Agreement (further the Agreement) in composed between Newmarkt Corp. (further the Corporation) and Denis Razvodovskij (further the President) in consideration of the following:

 

The President hereby verbally confirm the ability to loan to the Corporation funds in the amount of $100,000 USA dollars (one hundred thousand USA dollars) for the purpose of the Corporation’s needs, such as expanses related to the Form S-1 Registration Statement and other necessary provisions I regards to the Corporation’s business operations.

 

 

 

Confirmation signatures of the Corporation and the President:

 

 

/s/ Design Razvodovskij__________________________________________

Newmarkt Corp./ Denis Razvodovskij

 

PURCHASE AGREEMENT

 

 

THIS PURCHASE AGREEMENT (the "Agreement") dated this 17 th day of December, 2015 BETWEEN: YAO HAN INDUSTRIES CO., LTD of NO.31, LANE 145, FU YING RD., SHIN-CHUANG CITY TAIPEI HSIEN TAIWAN R.O.C (the “Seller”) OF THE FIRST PART and NEWMARKT CORP. of P.O.BOX 1408, 5348 VEGAS DRIVE, 89108 LAS VEGAS, NEVADA, USA (the “Buyer”) OF THE SECOND PART

 

IN CONSIDERATION OF THE COVENANTS and agreements contained in this Purchase Agreement the parties to this Agreement agree as follows:

 

Purchase of Goods

1.        The Buyer will purchase from the Seller the following goods (the “Goods”): adult bicycles, kids bicycles, bicycle helmets, and bicycle helmet for kids, kneepads, Segways.

 

Purchase Price

 

2.       The Seller will sell, transfer and deliver the Goods to the Buyer. The Buyer will pay to the Seller the sum in USD currency, which will be specified in the invoice to each order of the Goods by the Buyer, paid by wire transfer as required in clause 4 of this Agreement.

 

3.       The Buyer will make payment by wire transfer for the Goods at the time when the Goods are received by the Buyer or, in the alternative, when any document of title or registrable Bill of Sale of the Goods, bearing any necessary endorsement, is tendered to the Buyer.

 

4.       The Buyer has the right to pay owned amount to the Seller in parts.

 

Delivery of Goods

 

5.       The Goods will be deemed received by the Buyer when delivered to the Buyer at Seimyniskiu g. 23 Vilnius 09200 Lithuania. The method of shipment will be door-to-door shipment , from the warehouse of the Seller to the place of delivery of the Buyer, specified as DDT (Delivered duty paid) in accordance to Incoterms (International Commercial Terms 2010, CC. Retrieved March 14, 2014). The Seller will be responsible for all shipping services until the goods will be deemed received by the Buyer.

 

Risk of Loss

 

6.       Risk of loss will be on the Seller until the goods will be deemed received by the Buyer.

 

Warranties

 

7.       The Seller assumes and can authorize other person to assume on the behalf of the Seller liability in connection with the sale of the Goods.

1

PURCHASE AGREEMENT


 
 

 

8.       The Buyer has been given the opportunity to inspect the Goods or to have it inspected. Further, the Seller warranties acceptable conditions of the Goods.

 

Title

 

9.       Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers a document of title or registrable Bill of Sale of the Goods, bearing any necessary endorsement, to the Buyer.

 

Security Interest

 

10.   The Seller retains a security interest in the Goods until paid in full.

 

Inspection

 

11.   The Buyer will make inspection at the time and place of delivery.

 

Claims

 

12.   The Buyer's failure to give notice of any claim within 10 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.

 

Excuse of Delay or Failure to Perform

 

13.   The Seller will is liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement.

 

Cancellation

 

14.   The Seller reserves the right to cancel this Agreement:

 

A.       If the Buyer fails to pay for any shipment when due;

B.       In the event of the Buyer's insolvency or bankruptcy; or

C.       If the Seller deems that its prospect of payment is impaired.

 

 

 

 

 

 

2

PURCHASE AGREEMENT


 
 

Notices

 

15.   Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below.

 

SELLER: NO.31, LANE 145, FU YING RD., SHIN-CHUANG CITY TAIPEI HSIEN TAIWAN R.O.C

BUYER: SELIU GATVE 30, VILNIUS 08125 LITHUANIA

 

General Provisions

 

16.   Headings are inserted for the convenience only and arc not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

17.   All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.

 

18.   The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment.

 

19.   This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.

 

20.   This Agreement will be governed by and construed in accordance with the laws of the State of Nevada, USA.

 

21.   If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.

 

22.   This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.

 

23.   This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

 

24.   Time is of the essence in this Agreement.

 

25.   This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

 

 

3

PURCHASE AGREEMENT


 
 

 

IN WITNESS WHEREOF the parties have executed this Purchase Agreement on this 17 th day of December, 2015.

 

 

 

 

 

 

/s/ Shuang Ti Leng

 
 
 

YAO HAN INDUSTRIES CO., LTD

NO.31, LANE 145, FU YING RD.,

SHIN-CHUANG CITY TAIPEI HSIEN TAIWAN R.O.C

(The “Seller”)

 

 

 

 

 

 

/s/ Denis Razvodovskij

 
 
 

NEWMARKT CORP.

P.O.BOX 1408, 5348 VEGAS DRIVE,

89108 LAS VEGAS,

NEVADA, USA

(The “Buyer”)

4

 

PURCHASE AGREEMENT

EMPLOYMENT AGREEMENT

 

The Employment Agreement (the "Agreement") is between Newmarkt Corp., a Nevada Corporation (the "Company") and _____________________________ (the "Employee"). Effective as of ________________________ (the "Effective Date")

 

RECITALS:

 

WHEREAS, the Company desires to hire an Employee to work for the Company.

WHEREAS, the Employee desires to accept such offer under the terms hereof.

 

NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, the parties hereby agree as follows:

 

1.      Term of Employment. The period of employment of Employee by the Company under the Agreement (the Employment Period) shall be deemed to have commenced on the Effective Date and shall terminate in 6 month term.

 

2.      Duties. During his employment by the Company, the Employee shall perform his duties in a professional and diligent manner at all times, to the best of his abilities.

 

3.      Compensation. The Company shall pay to Employee 1,500,000 shares of the Company's common stock valued at $.001 per share for a total value of $1,500.00. This amount contains 6 months salary of $250.00 per month.

 

4.      Termination of Agreement.

 

·          Death. The Agreement shall automatically terminate upon the death of Employee.

·          Disability. If, as a result of Employee's incapacity due to physical or mental illness.

·          Termination By Company For Cause. The Company may terminate the Agreement upon written notice to Employee at any time for cause.

 

5.      Effect of Termination. Upon the termination of the Agreement, no rights of Employee which shall have accrued prior to the date of such termination, including the right to receive any bonus Fully-Earned through the date of such termination, shall be affected in any way.

 

a)      Upon Death of Employee.

b)      For Disability; By Company Without Cause; By Employee with Good Reason.

 

6.      Successors and Assigns. The Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations hereunder, provided, however, that the provisions hereof shall inure to the benefit of, and be binding upon, each successor of the Company, whether by merger, consolidation, acquisition or otherwise, unless otherwise agreed to by the Employee and the Company.

 

7.      Notices. Any notice required or permitted to be given to the Employee pursuant to the Agreement shall be sufficiently given if sent to the Employee.

 


 

8.      Invalid Provisions. The invalidity or unenforceability of a particular provision of the Agreement shall not affect the enforceability of any other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

 

9.      Amendments To The Agreement. The Agreement may only be amended in writing by an agreement executed by both parties hereto.

 

10.Entire Agreement. The Agreement contains the entire agreement of the parties hereto and supersedes any and all prior agreements, oral or written, and negotiations between said parties regarding the subject matter contained herein.

 

11.Applicable Law and Venue. The Agreement is entered into under, and shall be governed for all purposes, by the laws of the State of Nevada.

 

12.Severability. If a Court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of the Agreement, and all other provisions shall remain in full force and effect.

 

13.Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.

 

14.Indemnification. The Company shall indemnify Employee from any claims, demands or liabilities of any kind or nature arising out of his employment with the Company, that are not the result of his own actions, or actions within his control.

 

In witness whereof, the parties hereto have executed the Agreement as of the day and year above written.

 

 

 

NEWMARKT CORP.

 

/s/______________________________

 

Name: _______________________________

Title:   Director

 

 

 

Employee:

 

/s/ __________________________

 

Name: _______________________________

Описание: LTRHD2

 

 

 

 

 

Board of Directors

Newmarkt Corp.

5348 Vegas Drive

Las Vegas, Nevada 

 

 

Gentlemen:

 

We consent to the use in this Registration Statement on Form S-1 of our report dated July 8, 2016 relating to the financial statements of Newmarkt Corp. as of April 30, 2016, and for the  period from July 17, 2015 (inception) to April 30, 2016, and to the reference to us under the heading “Experts” in such Registration Statement.

 

 

/s/ Paritz & Company, P.A.

Paritz & Company, P.A.

Hackensack, New Jersey

July 18, 2016

 

 

 

 

 

 

 

 

 

SUBSCRIPTION AGREEMENT FOR

Newmarkt Corp.

COMMON STOCK ($.04 PER SHARE)

 

Persons interested in purchasing common stock of Newmarkt Corp. must complete and return this Subscription Agreement along with their check, money order or bank draft payable to: Newmarkt Corp. ("the Issuer" and "the Company").

 

Subject only to acceptance hereof by the Issuer, in its discretion, the undersigned hereby subscribes for the number of common shares and at the aggregate subscription price set forth below.

 

An accepted copy of this Agreement will be returned to the Subscriber as a receipt, and the physical stock certificate will be delivered to each Investor within thirty (30) days of the Close of this Offering.

 

     SECURITIES OFFERED - The Company is offering a total of 4,000,000 shares of its common stock (par value $.001 per share) at a price of $.04 per share. There is no minimum subscription amount.

 

     SUBSCRIPTION - In connection with this subscription the undersigned hereby subscribes to the number of common shares shown in the following table.

 

NUMBER OF COMMON SHARES = _________________

 

Multiply by Price of Shares x $.04 per Share

 

Aggregate Subscription Price = $_________________

 

Check or money order shall be made payable to Newmarkt Corp.

 

Please register the Shares, which I am purchasing in the following name(s):

 

_______________________________________________________

 

As (check one)

 

x  Individual

__Tenants in Common

__Existing Partnership

__Joint Tenants

__Corporation

__Trust

__IRA

__Minor with adult custodian under

 

 

the Uniform Gift to Minors Act

 

   

 

For the person(s) who will be registered shareholder(s):