Mercalot Inc.

Mercalot Inc. operates in the e-commerce and classifieds market, providing an online marketplace platform that combines the ability to place offers and orders for services, creating a convenient environment for interaction between buyers and service providers. The platform, known as "SafeDeal Connect," aims to ensure the reliability and security of the entire process from searching to dealings. According to recent research by Forbes, by 2027, 23% of retail purchases are expected to take place online and the e-commerce market is expected to total over $7.9 trillion ¹. In Spain, retail e-commerce sales are expected to grow at a compound annual growth rate (CAGR) of 8.22% ². The gig economy, the trend towards a mobile lifestyle in Spanish society, and the potential to support small businesses and freelancers are factors demonstrating the relevance of online marketplaces today.

The industry is highly competitive, with numerous global companies including Craigslist, Gumtree, OLX, and Mercari ³. These competitors are substantially larger than the Company and have greater financial and technical resources, industry expertise, and managerial capabilities. Most competitors benefit from established brand awareness. Competition for customers is primarily based on brand recognition, marketing, price, and quality of service. The Company believes it can carve out a niche in the Spanish market because these global companies are focused on the global market rather than on a specific country, and it primarily hopes to develop a niche market firstly in Spain, then operate over European countries.

The Company generates revenue through its online marketplace platform, with revenues expected to be derived mostly from advertising, including banner ads and pop-up windows. Future revenue opportunities include premium accounts for users, paid packages for contractors, advertising campaign options, affiliate programs, analytics and data, and additional paid services such as transaction security consultations and insurance. The platform serves a wide range of consumer preferences, from individual creators and small businesses to consumers looking for unique products and professional services. The Company has no employees, only its officers and directors, Blas Mayor Reyes and Isabel Marin Vargas.

The "SafeDeal Connect" platform offers a comprehensive range of services and products organized into categories. Services include Design (graphic design, logo creation, branding), Development and IT (web and software development, app development, IT support), SEO and Traffic (improving website search engine rankings), Social media and Advertising (social media management, digital marketing), Audio, Video, and Shooting (video production, audio editing, photography), Texts and Translations (writing, copywriting, editing, translation), and Business and Life (consulting for business strategy, personal development, life coaching). Products include iTunes & App Store digital products, Audiobooks, Databases, Video and Audio Courses, Web Sites, Mobile Applications, Access to Resources, Game Accounts and Currency, Gift Certificates and Invitations, Forecasts and Social Networks, Hosting, and Miscellaneous user-uploaded products such as secondhand clothes and handmade crafts.

The application features a user-friendly interface, protection of personal data with state-of-the-art encryption and two-factor authentication, identity verification, personalized profiles, the ability to place offers and order services, dynamic categories, chat and notifications, and 24/7 customer support. The backend infrastructure is built on the Node.js software platform with the Express.js framework, using MongoDB as a NoSQL database. The front end is constructed using the React JavaScript library. Future features to be implemented include premium accounts for users, paid packages for contractors, advertising campaign options, affiliate programs, analytics and data, and additional services. The Company purchased the mobile application from LABRIS LIMITED for iOS and Android platforms and the website for total consideration of US $47,000 ⁴.

The Company was incorporated on April 24, 2024, under the laws of the state of Wyoming. It has purchased a mobile application known as "SafeDeal Connect," which is already working, and intends to add more features. The Company is authorized to issue 75,000,000 shares of common stock, par value $0.0001 per share ⁵. On April 30, 2024, the Company issued a total of 3,000,000 shares of restricted common stock to Blas Mayor Reyes, its officer and director, in consideration of $300 at $0.0001 per share ⁶. In December 2024, the Company issued 1,040,000 shares of common stock for cash proceeds of $10,400 at $0.01 per share ⁷. In January 2025, the Company issued 1,095,200 shares of common stock for cash proceeds of $10,952 at $0.01 per share ⁸. In February 2025, the Company issued 445,000 shares of common stock for cash proceeds of $4,450 at $0.01 per share ⁹. In March 2025, the Company issued 155,000 shares of common stock for cash proceeds of $1,550 at $0.01 per share ¹⁰. There were 5,735,200 shares of common stock issued and outstanding as of June 30, 2026 ¹¹.

For the year ended June 30, 2026, the Company generated total revenue of $30,420 ¹², compared to $3,900 ¹³ for the year ended June 30, 2025. Total operating expenses for the year ended June 30, 2026 were $62,492 ¹⁴, compared to $40,165 ¹⁵ for the year ended June 30, 2025. The net loss for the year ended June 30, 2026 was $32,072 ¹⁶, compared to a net loss of $36,265 ¹⁷ for the year ended June 30, 2025. As of June 30, 2026, the Company had cash of $30,061 ¹⁸ and a working capital deficit of $27,020 ¹⁹.

The Company plans to constantly expand the functionality of its services to make the application more attractive for consumers. Starting in the Spanish market, the Company has significant plans for expansion into the broader European market. The Company intends to implement features such as premium accounts for users, paid packages for contractors, advertising campaign options, affiliate programs, analytics and data, and additional services. The Company also plans to improve the security and privacy system, improve user chat, implement location-based searches, and introduce targeted advertising.

The Company's marketing strategy includes a unique selling proposition, brand identity, search engine optimization, social media presence, blog articles and guides, video content, user-generated content, identifying influencers, strategic alliances, continuous evaluation, leveraging positive feedback, localized marketing, and community building. The Company intends to engage a freelance marketing manager responsible for online advertising and sales. A significant portion of earnings will be allocated to improving the mobile application and expanding its functionality, and a substantial share of revenue will be dedicated to advertising and marketing efforts.

The Company's ability to execute its marketing strategy may be adversely affected if it does not have sufficient funds available for marketing activities, which could negatively affect its ability to attract users and grow its business. Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company's success over the next year and in future years. The Company is required to meet all the financial disclosure and reporting requirements associated with being a public reporting company, and management will need to devote additional time to policies and procedures to ensure compliance with applicable regulatory requirements, especially Section 404 of the Sarbanes-Oxley Act of 2002.

The Company's business office is located at C/ de l'Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain, and the office space is provided by its officer and President, Mr. Blas Mayor Reyes, at no cost to the Company. Based on current market rates for similar office spaces in the Valencia area, the approximate dollar value of this office space is $600 per month or $7,200 per year ²⁰. The Company does not own any real estate or other properties.

The Company intends to raise additional funds by way of a private or public offering to fund its operating expenses. Management anticipates that the Company will be dependent, for the near future, on additional capital to fund its operating expenses. The Company's cash position may not be sufficient to support its daily operations. The Company cannot assure that it will be able to sell all of the shares necessary to raise the funds required to execute its business plan.

The Company faces significant headwinds, including a limited operating history and the need for additional capital. The Company is in a start-up stage of operations and has generated limited revenues since inception. The business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. The Company's independent registered public accounting firm has raised substantial doubt about the Company's ability to continue as a going concern.

The Company has made the irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section 107(b) of the JOBS Act. As an emerging growth company, the Company is exempt from several provisions of the Securities Act of 1934 and its regulations, including scaled financial disclosure requirements, exemption from Section 404(b) of the Sarbanes-Oxley Act, and exemption from certain executive compensation disclosure requirements.

The Company plans to market its app through various strategies, including search engine optimization, social media presence, and strategic alliances. The Company's ability to execute its marketing strategy may be adversely affected if it does not have sufficient funds available for marketing activities. The Company's officers and directors, Blas Mayor Reyes and Isabel Marin Vargas, will promote the products word of mouth and present the platform as a fully functional and convenient online marketplace.

The Company faces substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $70,368 ²¹ and a working capital deficit of $27,020 ²² as of June 30, 2026. The Company has a limited operating history and has generated limited revenues since inception, with total revenue of $30,420 ²³ for the year ended June 30, 2026. The Company is dependent on additional capital to fund its operating expenses, and management cannot assure that it will be able to raise the necessary funds. The Company's competitors are substantially larger and have greater financial and technical resources, industry expertise, and managerial capabilities, and most benefit from established brand awareness. The Company's ability to execute its marketing strategy may be adversely affected if it does not have sufficient funds available for marketing activities. The Company has identified material weaknesses in its internal control over financial reporting, including the lack of an audit committee, inadequate cash controls, and insufficient information technology controls, which could result in a material misstatement of its financial statements.

Management's message emphasizes the Company's mission to develop a convenient and secure platform, with the "SafeDeal" app aiming to ensure the reliability and security of the entire process from searching to dealings. The Company plans to start in the Spanish market with significant plans for expansion into the broader European market. Management believes that the Company can carve out a niche in the Spanish market by focusing on local cultural aspects and peculiarities, and by providing a product that more closely matches the expectations and needs of users. The Company's strategic priorities include expanding the functionality of the application, implementing new revenue opportunities such as premium accounts and advertising campaign options, and executing a comprehensive marketing strategy to attract a broader audience. Management acknowledges the need to raise additional funds to execute the business plan and is attempting to commence operations and generate sufficient revenue.