United States securities and exchange commission logo
May 23, 2023
Kos Ramirez Maximiliano
Chief Executive Officer
MARKY CORP.
San Sebastian 309, Martinica Le n,
Guanajuato, Mexico
Re: MARKY CORP.
Amendment No. 1 to
Registration Statement on Form S-1
Filed April 25,
2023
File No. 333-271350
Dear Kos Ramirez Maximiliano:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to the Registration Statement on Form S-1
Prospectus Summary
Overview, page 7
1. You state that you
"provide" subscription-based information services. We note, however,
that you do not appear
to have generated any revenue from your platform and information
on your platform has
not been updated since October 2022. We also note your statement
in the risk factor on
page 9 that "any profitability in the future from our business will be
dependent upon the
successful development and implementation of our proposed
income/expense product
and its successful marketing and sale." Please clarify the current
stage of development of
your business. Disclose what steps need to be taken for you to
begin generating
revenue and when you expect those steps to be completed.
Kos Ramirez Maximiliano
FirstName LastNameKos Ramirez Maximiliano
MARKY CORP.
Comapany
May NameMARKY CORP.
23, 2023
May 23,
Page 2 2023 Page 2
FirstName LastName
Risk Factors, page 9
2. Please include a risk factor highlighting that there is no developed
trading market for your
shares and that you may never develop a liquid trading market.
We are an emerging growth company under the JOBS Act..., page 10
3. Please update this section to reflect that the current revenue
threshold for an emerging
growth company is $1.235 billion. Make similar revisions to the
disclosure on page 19.
Refer to the definition of Emerging Growth Company in Rule 405 under
the Securities
Act.
Use of Proceeds, page 21
4. You state that more information regarding use of proceeds from this
offering is included
on page 38. However, there is no additional use of proceeds
information there. Please
remove this cross reference.
5. We note that Kos Ramirez Maximiliano loaned the Company $70,000.
Please tell us
whether you intend to use a portion of the net proceeds from the
offering to repay those
loans.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
31
6. You state that you currently generate revenue from advertising on your
information
platform. However, you later state that you have generated no revenue
to date. Please
revise or advise.
Index to Audited Financial Statements, page 41
7. You disclose a footnote on pages F-2 through F-5 stating that The
accompanying notes
are an integral part of these condensed unaudited financial
statements. However, these
financial statements appeared to have been audited by your auditor.
Please remove or
advise.
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition, page F-6
8. Please revise your revenue recognition policy disclosure to indicate
that you will be
applying ASC 606 and not ASC 605. We refer you to ASC 606-10-S65-1.
Note 7 - Subsequent Events, page F-6
9. Please revise to disclose the date through which you evaluated
subsequent events. Refer to
ASC 855-10-50-1(a).
General
Kos Ramirez Maximiliano
MARKY CORP.
May 23, 2023
Page 3
10. We note your statement that you believe you are not a shell company.
However, we note
that you have had minimal operations to date, and the financial
statements reflect assets of
cash and cash equivalents. Please disclose on the cover page and in
the description of
business section that you are a shell company and add a risk factor
that highlights the
consequences of your shell company status. Discuss the prohibition on
the use of Form S-
8 by shell companies, enhanced reporting requirements imposed on shell
companies
and the conditions that must be satisfied before restricted and
control securities may be
resold in reliance on Rule 144.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Austin
Pattan, Staff
Attorney, at (202) 551-6756 or Matthew Crispino, Staff Attorney, at (202)
551-3456 with any
other questions.
FirstName LastNameKos Ramirez Maximiliano Sincerely,
Comapany NameMARKY CORP.
Division of
Corporation Finance
May 23, 2023 Page 3 Office of
Technology
FirstName LastName