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1、S-1/A 1 dankon_s1a1.htm FORM S-1UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 Amendment No.1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Dankon Corporation (Exact name of registrant as specified in its charter)Wyoming7372State or Other Jurisdiction ofPrim

2、ary Standard IndustrialIncorporation or OrganizationClassification Code Number35-2875157IRS EmployerIdentification Number Edgar Ulises Rodriguez Velazquez President and Chief Executive Officer 66 W Flagler Street Suite 900,Miami,Florida,33130Tel:+1-810-580-3677(Address,including zip code,and telepho

3、ne number,including area code,of registrants principal executive offices)Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or

4、 continuous basis pursuant to Rule 415 under the Securities Act of 1933,please check thefollowing 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 registrationstatement nu

5、mber 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 statementnumber of the earlier effective registrat

6、ion 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 statementnumber of the earlier effective registration statement for the same offering:Ind

7、icate 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“largeaccelerated filer,”“accelerated filer”and“smaller reporting company”in Rule 12b-2 of the Exchange Act.(check one):Large acce

8、lerated filer:-Accelerated filer:-Non-accelerated filer:-(Do not check if a smaller reporting company)Smaller reporting company:XEmerging Growth Company:X Securities to beRegisteredAmount to beRegistered(1)Offering PricePer Share(2)AggregateOffering Price Amount of Registration Fee(3)Common Stock:4,

9、000,000$0.025$100,000$15.50 (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 theadditional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933,

10、as amended.(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a)of the Securities Act.(3)Previously paid.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

11、 file a furtheramendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,or untilthe registration statement shall become effective on such date as the Commission,acting pursuant to Section 8(a),

12、may determine.PROSPECTUS THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATIONSTATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIESAND IT IS NOT SOLICIT

13、ING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.Dankon Corporation4,000,000 SHARES OF COMMON STOCK$0.025 PER SHARE This is the initial offering of common stock of Dankon Corporation and no public market currently exists for the securities being offered.We a

14、re offering for sale a total of4,000,000 shares of common stock at a fixed price of$0.025 per share.There is no minimum number of shares that must be sold by us for the offering to proceed,and we will retainthe proceeds from the sale of any of the offered shares.The offering is being conducted on a

15、self-underwritten,best efforts basis,which means our Edgar Ulises Rodriguez2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm1/31Velazquez will attempt to sell the shares.We are not a“

16、shell company”within the meaning of Rule 405,promulgated pursuant to the Securities Act,because we have more thannominal operations.This Prospectus will permit our President to sell the shares directly to the public,with no commission or other remuneration payable to his for any shares he may sell.I

17、n offering thesecurities on our behalf,he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.The shares will beoffered at a fixed price of$0.025 per share for a period of three hundred and sixty(360)days from the effective

18、 date of this prospectus.The offering shall terminate on the earlier of(i)when the offering period ends(360 days from the effective date of this prospectus),(ii)the date when the sale of all 4,000,000 shares is completed,(iii)when the Board ofDirectors decides that it is in the best interest of the

19、Company to terminate the offering prior to the completion of the sale of all 4,000,000 shares registered under the RegistrationStatement of which this Prospectus is part.We are controlled by Edgar Ulises Rodriguez Velazquez,our Chief Executive Officer and sole director,which holds more than 50%of th

20、e voting power of our Company.Being acontrolled company implies significant consequences for our corporate governance and the rights of our other shareholders.As a result,Edgar Ulises Rodriguez Velazquez will havethe ability to influence the outcome of matters submitted to our stockholders for appro

21、val,including the election of directors and approval of significant corporate transactions.While Edgar Ulises Rodriguez Velazquez continues to hold 3,500,000 of restricted shares of our common stock control which represents 100%of the voting power in our Company,Mr.Rodriguez will have effective cont

22、rol over the Company.If no shares are sold in this offering,Mr.Rodriguez will continue to hold 100%of the shares issued.If all 4,000,000 shares are sold,Mr.Rodriguez will hold 46.67%of theoutstanding Common Stock.For additional information,see“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANA

23、GEMENT”,in addition to the other information containedelsewhere in this prospectus.Dankon Corporation is a recently organized company and as of the day of this filing we have been involved primarily in organizational activities.Any investment in the sharesoffered herein involves a high degree of ris

24、k.You should only purchase shares if you can afford a loss of your investment.Our independent registered public accountant has issuedan audit opinion for Dankon Corporation,which includes a statement expressing a doubt as to our ability to continue as a going concern.There has been no market for our

25、 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 anyexchange 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 fi

26、le an application withthe Financial Industry Regulatory Authority(“FINRA”)for our common stock to be eligible for trading on the OTCQB Venture Market.To be eligible for quotation,issuers mustremain current in their quarterly and annual filings with the SEC.If we are not able to pay the expenses asso

27、ciated with our reporting obligations,we will not be able to apply forquotation on the OTC Markets.We do not yet have a market maker who has agreed to file such application.There can be no assurance that our common stock will ever be quotedon a stock exchange or a quotation service or that any marke

28、t for our stock will develop.We are an“emerging growth company”as defined in the Jumpstart Our Business Startups Act(“JOBS Act”).THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK.YOU SHOULD CAREFULLY READ ANDCONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED

29、“RISK FACTORS”ON PAGES 7 THROUGH 15 BEFORE BUYING ANY SHARES OF DANKONCORPORATIONS COMMON STOCK.NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THEADEQUACY OR ACCURACY OF THIS PROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS A CRIMIN

30、AL OFFENSE.SUBJECT TO COMPLETION,DATED JUNE 9,2025 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm2/31 TABLE OF CONTENTS PROSPECTUS SUMMARY-6-THE OFFERING-7-RISK FACTORS-8-FORWARD-L

31、OOKING STATEMENTS-17-USE OF PROCEEDS-17-DETERMINATION OF OFFERING PRICE-18-DIVIDEND POLICY-18-DILUTION-19-MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS-20-OFF-BALANCE SHEET ARRANGEMENTS-23-LIMITED OPERATING HISTORY;NEED FOR ADDITIONAL CAPITAL-23-DESCRIPTION OF BUSINESS-23-BANKRUPTCY OR S

32、IMILAR PROCEEDINGS-28-REORGANIZATIONS,PURCHASE OR SALE OF ASSETS-28-COMPLIANCE WITH GOVERNMENT REGULATION-28-EMPLOYEES AND EMPLOYMENT AGREEMENTS-28-LEGAL PROCEEDINGS-28-DIRECTORS,EXECUTIVE OFFICERS,PROMOTER AND CONTROL PERSONS-29-EXECUTIVE COMPENSATION-30-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIO

33、NS-31-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT-31-PLAN OF DISTRIBUTION-32-DESCRIPTION OF SECURITIES-34-COMMON STOCK-34-PREFERRED STOCK-34-WARRANTS-34-OPTIONS-34-CONVERTIBLE SECURITIES-34-LEGAL OPINION-35-EXPERTS-35-INTERESTS OF NAMED EXPERTS AND COUNSEL-35-DISCLOSURE OF COMMISS

34、ION POSITIONON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES-35-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE-35-FINANCIAL STATEMENTS-37-SIGNATURES-51-5 WE HAVE NOT AUTHORIZED ANY DEALER,SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING

35、 NOT CONTAINEDIN THIS PROSPECTUS.YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION.THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL.THEINFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER.YOU SHOULD RELY ONLY ON T

36、HE INFORMATION CONTAINED IN THISPROSPECTUS.PROSPECTUS SUMMARY AS USED IN THIS PROSPECTUS,UNLESS THE CONTEXT OTHERWISE REQUIRES,“WE,”“US,”“OUR,”AND“DANKON”REFERS TO DANKON CORPORATIONTHE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU.YOU SHOULD READ THE ENTIREP

37、ROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.Dankon Corporation We are a newly organized company,an innovative online platform designed for a wide range of users,from businesses to individuals,ensuring that everyone can elevate theircongratulations.We offer a powerful

38、tool for crafting personalized congratulations messages.Our sole officer and director,Edgar Ulises Rodriguez Velazquez,has the experienceand needed skills for such work.Mr.Rodriguezs only occupation at the moment is managing the business processes of Dankon Corporation.Dankon Corporation was incorpo

39、rated in Wyoming on November 11,2024.We intend to use the net proceeds from this offering to develop our business operations(See“Description of Business”and“Use of Proceeds”).Our financial statements as at February 28,2025,report no revenues and net loss of$6,230.To implement our plan of operationsw

40、e require a minimum of$15,000 for the next twelve months as described in our Plan of Operations.There is no assurance that we will generate any revenue in the first twelvemonths after completion of our offering or ever generate any revenue.As of February 28,2025 we have developed our business plan f

41、or a period of twelve months,registered the domain name for our website and filled it with initial information aboutthe Company.Our sole officer and director,Edgar Ulises Rodriguez Velazquez,committed to providing financing of up to$200,000 under Loan Agreement,of which$13,230 hasbeen provided to da

42、te.This agreement is filed as Exhibit 10.1 to the Registration Statement of which this Prospectus forms a part.Our financial statements from inception(November 11,2024)through February 28,2025,report that has realized no revenues to date and an accumulated deficit of$6,230.Ourindependent registered

43、public accounting firm,Aloba Awomolo&Partners(AAP),has issued an audit opinion for Dankon Corporation(Exhibit 23.1),which includes a statementexpressing a substantial doubt as to our ability to continue as a going concern.As of the date of this prospectus,there is no public trading market for our co

44、mmon stock and no assurance that a trading market for our securities will ever develop.The company ispublicly offering its shares to raise funds in order for our business to develop its operations and increase its likelihood of commercial success.We are an“emerging growth company”within the meaning

45、of the federal securities laws.For as long as we are an emerging growth company,we will not be required to complywith 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 theauditor attest

46、ation requirements of Section 404 of the Sarbanes-Oxley Act,the reduced disclosure obligations regarding executive compensation in our periodic reports and proxystatements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approva

47、l of any golden parachute paymentsnot 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 andother requirements applicable to emerging growth companies and certain elections that we ha

48、ve made due to our status as an emerging growth company,see“RISK FACTORSRISKS RELATED TO OUR COMMON STOCK-WE ARE AN“EMERGING GROWTH COMPANY”AND WE CANNOT BE CERTAIN IF THE REDUCEDDISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TOINVESTORS”on

49、 page 15 of this prospectus.2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm3/31 6 We are not a“shell company”within the meaning of Rule 405,promulgated pursuant to the Securities Ac

50、t,because we have more than nominal operations.We have no plans,arrangements,commitments or understandings to engage in a merger with or acquisition of another company or an unidentified company or companies,or otherentity or person.As of the date of this prospectus,there is no public trading market

51、 for our common stock and no assurance that a trading market for our securities will ever develop.The Companyis publicly offering its shares to raise funds in order for our business to develop its operations and increase its likelihood of commercial success.Our sole officer and director,EdgarUlises

52、Rodriguez Velazquez,will be devoting as much time as needed to provide management services to the Company.As far as we will increase the number of customers,our soleofficer and director Edgar Ulises Rodriguez Velazquez will devote more time on Dankon Corporation As a result,our operations may be spo

53、radic and occur at times,which areconvenient to our sole officer and director Mr.Rodriguez.THE OFFERING The OfferingThis is a self-underwritten,direct primary offering with no minimum purchase requirement.The Issuer:Dankon CorporationSecurities Being Offered:Shares outstanding prior to offering:Shar

54、es outstanding after offering:4,000,000 shares of common stock.3,500,000 restricted shares of common stock.7,500,000 shares of common stock(assuming all the shares are sold).Price Per Share:$0.025Duration of the Offering:The shares will be offered for a period of three hundred and sixty(360)days fro

55、m the effectivedate of this prospectus.The offering shall terminate on the earlier of(i)when the offering periodends(360 days from the effective date of this prospectus),(ii)the date when the sale of all4,000,000 shares is completed,(iii)when the Board of Directors decides that it is in the bestinte

56、rest of the Company to terminate the offering prior to the completion of the sale of all4,000,000 shares registered under the Registration Statement of which this Prospectus is part.7 Gross Proceeds from selling 100%of shares:Gross Proceeds from selling 75%of shares:Gross Proceeds from selling 50%of

57、 shares:Gross Proceeds from selling 25%of shares:$100,000$75,000$50,000$25,000 Furthermore,if the Company does not sell any shares from this offering,it will not receive grossproceeds accordingly.Market of the common stock:There is no public market for our shares.Our common stock is not traded on an

58、y stock exchangeor the over-the-counter market.After the effective date of the registration statement relating to thisprospectus,we plan to engage a market maker to file an application with the Financial IndustryRegulatory Authority(FINRA)for our common stock to eligible for trading on the OTCQBVent

59、ure Market.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 offeredherein should the

60、 purchaser desire to do so when eligible for public resale.Risk FactorsSee“Risk Factors”and the other information in this prospectus for a discussion of the factors youshould consider before deciding to invest in shares of our common stock.RISK FACTORS An investment in our common stock involves a nu

61、mber of significant risks.You should carefully consider the following known material risks and uncertainties in addition to otherinformation in this prospectus in evaluating our company and its business before purchasing shares of our companys common stock.You could lose all or part of your investme

62、ntdue 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,ALOBA AWOMOLO&PARTNERS

63、(AAP),stated that our financial statements as of and for the periodended February 28,2025,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.Forthe period from inception(November 11,2024)to February 28,2025

64、,we had no revenue.We will need to generate significant revenue in order to achieve profitability and we maynever become profitable.We incurred a net loss of$6,230 and hold a cash balance of$3,500.These matters raise substantial doubt about its ability to continue as a going concern.We plan to use t

65、he net proceeds from this offering to develop our business operations.To implement our plan of operations,we require a minimum funding of$15,000 for the nexttwelve months.8 We have a limited history of operations and accordingly,there is no track record that would provide a basis for assessing our a

66、bility to conduct successful commercialactivities.We may not be successful in carrying out our business objectives.We were incorporated on November 11,2024,and,to date,have been involved primarily in organizational activities,including developing our innovative online platform.Accordingly,we have a

67、limited track record of business operations,strategic decision-making by management,fundraising ability,and other relevant factors that would allow aninvestor to assess the likelihood of our success as a start-up company.We are engaged in the business of providing a digital platform designed for a w

68、ide range of users from businesses to individuals enabling them to create and sharepersonalized congratulations messages.As of our period ending February 28,2025,we have not yet generated revenues.There is a substantial risk that we may not succeed in ourbusiness activities or,even if initially succ

69、essful,may not generate consistent operating revenues or achieve profitability in the future.2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm4/31We may require additional capital in

70、the future,and our inability to obtain such financing on favorable terms or at all could impede our growth and negatively impactour business.To support our growth initiatives,develop new features and services for our platform,and respond effectively to competitive pressures,we may need to seek addit

71、ional capital in thefuture through equity or debt financing.However,there is no guarantee that we will be able to obtain such financing on terms that are favorable to us,or at all.Our ability to raiseadditional capital will depend on various factors,including our future financial performance,prevail

72、ing market conditions,investor sentiment,and the availability of capital.If we are unable to secure additional funding when needed,or if the terms of such financing are unfavorable,it could significantly impede our ability to execute our growth strategy,develop new offerings,or effectively compete i

73、n the market.Failure to establish and enforce adequate terms of service and acceptable use policies could expose us to legal liabilities,platform misuse,and reputational harm.To govern the use of our platform and protect ourselves and our users,it is crucial that we establish clear and comprehensive

74、 terms of service and acceptable use policies.Thesepolicies will outline the rules and guidelines for user conduct,content creation,and interaction on our platform.However,there is a risk that the terms we implement may not besufficiently robust or comprehensive to address all potential scenarios of

75、 misuse or inappropriate behavior.Furthermore,even with well-defined policies in place,our ability to effectively enforce these terms and address violations in a timely manner is critical.Failure to consistently andeffectively enforce our terms of service and acceptable use policies could lead to mi

76、suse of our platform for unintended or harmful purposes,potential legal liabilities arising fromuser activities,and damage to our reputation and brand image.Our sole officer and director,Edgar Ulises Rodriguez Velazquez,might have other interests that could limit the time he is able to devote to our

77、 business operations.Edgar Ulises Rodriguez Velazquez,our sole officer and director,will devote as much time as needed to provide management services to the Company.While he presently possessesadequate time to attend to our interest,it is possible that the demands on his time from other obligations

78、could increase,with the result that he would no longer be able to devotesufficient time to the management of our business.In this case,the Companys business development could be negatively impacted.9 In addition,our sole officer and director lack public company experience,which could impair our abil

79、ity to comply with legal and regulatory requirements such as those imposed bythe Sarbanes-Oxley Act of 2002.Our sole officer and director,Edgar Ulises Rodriguez Velazquez,has never been responsible for managing a publicly traded company.Suchresponsibilities include complying with federal securities

80、laws and making required disclosures on a timely basis.Any such deficiencies,weaknesses or lack of compliance couldhave 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 companystatus.

81、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 inour company.We depend to a significant extent on certain key personnel,the loss of any of whom may materially and adversely affe

82、ct our company.We depend entirely on Edgar Ulises Rodriguez Velazquez,our sole officer and director,for all of our operations.The loss of Mr.Rodriguez would have a substantial negative effecton our company and may cause our business to fail.Mr.Rodriguez has not been compensated for his services sinc

83、e our incorporation,and it is highly unlikely that he will receiveany 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 attractand retain qualified personnel on acceptable terms.The

84、loss of Mr.Rodriguezs services could prevent us from completing the development of our plan of operation and ourbusiness.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 e

85、mployment agreements or maintain key person life insurance policies on the sole officer and director.We do not anticipate entering employment agreementswith him 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

86、,our other stockholders may not be able to influence control of the company or decisionmaking 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 1

87、00%of our outstanding common stock.The interests of our director may not be,at all times,the same as those of our othershareholders.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 averse tothose

88、 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 fiduciaryduties as an officer or as a member of the Companys board of directors.Also,our sole officer and director will have the ability t

89、o control the outcome of most corporate actionsrequiring 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 alsohave the effect of delaying,deferring or preventing a change of control o

90、f us,which may be disadvantageous to minority shareholders.10 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm5/31 Our ability to protect our intellectual property is important to ou

91、r success,and our failure to do so adequately,or the costs associated with enforcing our rights,couldadversely affect our business and competitive position.Our success depends in part on the proprietary nature of our technology.While we currently rely on unregistered intellectual property rights,suc

92、h as trade secrets and proprietaryknow-how,we have not yet registered any patents,trademarks,or copyrights.As we grow,we intend to pursue appropriate registrations and strengthen our intellectual propertyportfolio.However,even with such efforts,these protections may not be sufficient to prevent unau

93、thorized use or misappropriation of our technology.Third parties may attempt to copy,reverse engineer,or otherwise infringe on our proprietary platform.Detecting and addressing such infringements can be costly,time-consuming,and uncertain in outcome.Inaddition,legal protections vary by jurisdiction,

94、and certain countries may not provide adequate safeguards.Our inability to secure or enforce intellectual property rights could erodeour competitive advantage,facilitate imitation by competitors,and adversely impact our financial performance and future growth.The rapidly evolving nature of our indus

95、try and technology could render our platform obsolete and negatively impact our ability to compete effectively.The online platform and content creation technology markets are subject to rapid and continuous innovation,characterized by the emergence of new technologies,shifting userpreferences,and th

96、e development of novel business models.In particular,the field of artificial intelligence(AI)including generative AI,natural language processing,and machinelearningis advancing at a fast pace,which could significantly impact the competitive landscape and user expectations.Our future success depends

97、significantly on our ability toanticipate these changes and to adapt our platform,features,and services in a timely and effective manner.This requires ongoing investment in research and development toenhance our existing offerings and introduce new capabilities that meet the evolving demands of the

98、market.Failure to accurately predict market shifts or to keep pace with technological advancements could have material adverse effects on our business.If we are unable to develop andimplement new features and services that resonate with users,or if we fail to integrate or leverage emerging technolog

99、ies effectively,our platform could become outdated and lesscompetitive compared to those offered by our competitors.Such technological obsolescence could lead to decreased user adoption rates,increased user churn,and a significantdecline in our market share,ultimately jeopardizing our ability to rem

100、ain competitive and achieve our long-term strategic objectives.Our future success depends on our ability to achieve and sustain significant user adoption and growth,and our failure to do so could adversely affect our business andfinancial results.The long-term viability and growth of Dankon Corporat

101、ion are directly correlated to our success in attracting and retaining a substantial user base,including both businesses andindividual consumers.Achieving significant user adoption requires effective marketing strategies,compelling product positioning,and a value proposition that resonates with ourt

102、arget markets.There is a risk that our marketing efforts may not generate sufficient awareness or interest in our platform,or that potential users may not find our servicessufficiently attractive to warrant adoption.11 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1

103、.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm6/31 Even if we achieve initial user traction,our continued success depends on our ability to retain those users and encourage ongoing engagement with our platform.User retention canbe negatively impacted by various

104、 factors,including the quality of the user experience,the perceived value of our services relative to alternatives,and our ability to continuouslyinnovate and introduce compelling new features.If our user adoption rates are slower than anticipated or if we experience significant user churn,our reven

105、ue growth and overallfinancial performance could be materially and adversely affected,potentially hindering our ability to achieve profitability and long-term sustainability.Our business is highly dependent on the reliability and functionality of our proprietary technology,and any failures or vulner

106、abilities could severely disrupt ouroperations and harm our reputation.A critical element of our value proposition and the core of our service is our Congratulations Generator API,which relies on complex and proprietary technology to deliverpersonalized congratulatory messages.The continuous,accurat

107、e,and reliable operation of this technology is essential for the functionality of our platform and the satisfaction of ourusers.Any significant failures,errors,or vulnerabilities within our underlying algorithms,software code,or the infrastructure supporting our API could severely disrupt our servic

108、esand negatively impact our business.These technological issues could manifest in various forms,including the generation of inaccurate or irrelevant messages,instability of our platform,security breaches potentiallyexposing sensitive user data,or prolonged interruptions in service availability.Such

109、disruptions could significantly impair our platforms functionality,lead to a negative userexperience and a loss of user trust,and damage our brand reputation.Furthermore,the remediation of significant technological failures or vulnerabilities may require substantialtime,financial resources,and engin

110、eering efforts,which could adversely affect our operating results and hinder our ability to attract and retain users.The functionality of our platform is fundamentally dependent on reliable internet infrastructure and access by our users,and disruptions could negatively impact ourbusiness.The operat

111、ion and accessibility of our Congratulations Generator API and our entire online platform are intrinsically linked to the availability and reliability of internetinfrastructure worldwide and within the specific regions where our users are located.Our users,whether businesses or individuals,require c

112、onsistent and stable internet access toeffectively utilize our services,generate congratulatory messages,and integrate our API into their operations.Any widespread or localized disruptions,outages,or degradation ofinternet service could directly impede their ability to access and use our platform,po

113、tentially leading to decreased usage.Furthermore,the performance and speed of internet connections significantly impact the user experience on our platform.Slow or unreliable internet access can result in delays inloading times,errors in message generation,and an overall unsatisfactory experience fo

114、r our users,potentially leading them to seek alternative solutions.Consequently,our businessis susceptible to factors beyond our direct control,and any significant issues with internet infrastructure or user access could negatively affect user satisfaction,platform adoption,and ultimately,our busine

115、ss,revenue,and growth prospects.Our platforms reliance on artificial intelligence and machine learning carries inherent risks that could negatively impact the quality and reliability of our services.Our Congratulations Generator API employs complex artificial intelligence(AI)and machine learning(ML)

116、algorithms to create personalized congratulatory messages.Thesetechnologies,while offering significant potential,are inherently complex and may produce unexpected or unintended results.The accuracy,relevance,and appropriateness of thecontent generated by our AI/ML algorithms depend on various factor

117、s,including the data used for training,the design of the algorithms themselves,and ongoing refinementprocesses.12 Errors or limitations within these algorithms could lead to the generation of low-quality,irrelevant,or even biased content.Such issues could negatively impact the user experience,erode

118、user trust in the accuracy and reliability of our platform,and damage our reputation.Our revenue and operating results may be subject to seasonality and macroeconomic factors,which could lead to fluctuations in our financial performance.The demand for our Congratulations Generator API and related se

119、rvices may experience seasonal variations throughout the year,driven by the timing of various holidays,celebrations,and other events that typically generate the need for congratulatory messages.For instance,we may observe increased usage during peak celebratory periods such asmajor holidays and grad

120、uation seasons,followed by periods of lower demand.These seasonal fluctuations could result in variability in our revenue and operating results on aquarterly or annual basis,making it challenging to predict future performance with precision.In addition,our business may be susceptible to broader macr

121、oeconomic conditions and economic cycles.During periods of economic downturn or uncertainty,both businesses andindividuals may reduce discretionary spending,which could include expenditures on services like ours that are not considered essential.A decrease in overall economic activity or adecline in

122、 consumer and business confidence could lead to reduced demand for our platform and services,negatively impacting our revenue growth and overall financialperformance.We face intense competition in a rapidly evolving market,which could negatively impact our market share,pricing,and profitability.The

123、market for online platforms and content creation tools is highly competitive and fragmented,with numerous established companies possessing significantly greater financial,technical,marketing,and brand resources than Dankon Corporation.These competitors often benefit from large existing user bases,ex

124、tensive distribution networks,and strongbrand recognition,creating substantial barriers to entry and market share growth for new entrants like us.Furthermore,the market is characterized by rapid technologicaladvancements and the emergence of new,potentially disruptive technologies and business model

125、s,increasing the risk of competition from innovative new entrants.This intense competition could exert significant downward pressure on our pricing strategies,requiring us to lower our prices to attract and retain users,which would negativelyimpact our revenue and gross margins.We may also face subs

126、tantial challenges in acquiring and retaining users due to the greater marketing budgets and brand loyalty of ourestablished competitors.Our failure to compete effectively in this dynamic market could result in a loss of market share,reduced revenue growth,decreased profitability,andultimately,hinde

127、r our ability to achieve and sustain long-term success.There is no assurance that we will be able to compete successfully against current or future competitors.The evolving nature of the market and the potential for new,well-capitalized entrants with superior technologies present a continuous threat

128、 to our market position and future prospects.Our inability to differentiate our platform and serviceseffectively or to adapt to the changing competitive landscape could have a material adverse effect on our business,financial condition,and results of operations.13 2025/6/10 09:19sec.gov/Archives/edg

129、ar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm7/31 It may be difficult for U.S.stockholders to effect service of process or enforce judgments against our sole officer and director,or to bring original actions in for

130、eign courtsto enforce liabilities based on U.S.federal securities laws,as our sole officer and director resides outside the United States.Our sole officer and director,Edgar Ulises Rodriguez Velazquez,resides outside of the United States.As a result,it may be difficult or impossible for investors to

131、 effect service ofprocess within the United States upon our sole officer and director,or to enforce against him in U.S.courts judgments obtained in U.S.courts predicated upon the civil liabilityprovisions of the U.S.federal securities laws.Even if a U.S.judgment is obtained against our sole officer

132、and director,there can be no assurance that such a judgment will be enforceable in Mexicos courts under its laws.Theenforceability of judgments in foreign courts is subject to various factors,including the laws of the foreign jurisdiction,international treaties,and the factual circumstances of eachc

133、ase.Accordingly,U.S.investors may have limited avenues for recourse against our sole officer and director in the event of a breach of their rights under U.S.federal securities laws,which could harm their ability to protect their interests.RISKS RELATING TO OUR COMMON STOCK The offering price of our

134、shares has been arbitrarily determined and may not reflect the actual value of your investment.The offering price of the shares in this offering has been established arbitrarily by the Company and bears no direct relationship to our assets,book value,potential future earnings,or any other convention

135、al valuation metrics.This offering price has not been determined based on independent appraisals or established market valuations for comparablecompanies.Consequently,the price you pay for our shares in this offering may be significantly higher than the underlying value of the Company at this time.I

136、nvestors should not rely on the offering price as an indication of the Companys actual value or future trading price.There is a risk that the market price of our common stock afterthis offering may decline significantly and may not be sustained at the offering price.You may not be able to resell you

137、r shares at or above the price you paid in this offering,andyou could lose a significant portion or all of your investment.The arbitrary nature of the offering price increases the risk of investment loss.The market price of our common stock may be volatile and subject to significant fluctuations,whi

138、ch could result in substantial losses for investors.The market price of our common stock following this offering may be highly volatile and could be subject to significant fluctuations.These fluctuations may occur due to a widerange of factors,many of which are beyond our control.These factors inclu

139、de general market and economic conditions,encompassing overall investor sentiment and industry-specific trends;changes in our operating performance,financial results,or future outlook;significant sales or issuances of our common stock;and changes in accounting standards,regulatory requirements,or le

140、gal developments.These factors,many of which are beyond our control,may cause significant and rapid changes in the market price of our commonstock that may be unrelated to our actual operating performance or underlying business fundamentals.14 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/00020

141、6528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm8/31 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 isthat fewer purchas

142、ers 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 ru

143、lesgenerally 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 inco

144、me exceeding$200,000,or$300,000 jointly with spouse),or intransactions 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 andreceive the purchasers written agreement prior to the sale.In addi

145、tion,the broker-dealer must make certain mandated disclosures in penny stock transactions,including the actualsale 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 disclosuresrequired by the

146、Commission.Consequently,the penny stock rules may make it difficult or impossible for you to resell any shares you may purchase.Because there are no minimum proceeds the Company can receive from its offering of 4,000,000 shares,the Company may not raise sufficient capital to implement itsplanned bus

147、iness 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.Fundsraised under this offering will not be held in trust or in any escrow account and all

148、funds raised regardless of the amount will be available to the Company.In the event the companydoes not raise sufficient capital to implement its planned operations,your entire investment could be lost.The lack of an established trading market for our securities could severely limit your ability to

149、sell your shares and may result in you losing all or part of yourinvestment.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 immediatelyfollowing the effectiveness of this Registration Stat

150、ement to file an application to have our shares quoted on the OTC Markets(OTCQB and OTCQX).The OTCQB and OTCQXare a regulated quotation service that displays real-time quotes,last sale prices and volume information in over-the-counter(OTC)securities.The OTCQB and OTCQX are not anissuer listing servi

151、ce,market or exchange.Although the OTCQB does not have any listing requirements,to be eligible for quotation on the OTCQB and OTCQX,issuers mustremain current in their filings with the SEC or applicable regulatory authority.Market Makers are not permitted to begin quotation of a security whose issue

152、r does not meet thisfiling requirement.Securities already quoted on the OTCQB and OTCQX that become delinquent in their required filings will be removed following a 30 or 60-day grace period ifthey do not make their required filing during that time.We cannot guarantee that our application will be ac

153、cepted 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 regardingparticipation in a future trading market for our securities.If no mark

154、et is ever developed for our common stock,it will be difficult for you to sell any shares you purchase in thisoffering.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 wefail to have

155、 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 yourshares,resulting in an inability to realize any value from your investment.15 There is no assurance that the net proceeds from this of

156、fering will be used precisely as outlined in this prospectus,and the failure to effectively manage these funds couldnegatively impact our financial condition and stock price.While we have outlined our intended uses for the net proceeds from this offering in the Use of Proceeds section of this prospe

157、ctus,our plans are subject to change based onvarious factors,many of which are beyond our control.These factors may include unforeseen increases in certain operating costs,changes in market conditions,the emergence ofunanticipated opportunities or challenges,or delays in our planned activities.Such

158、circumstances could necessitate a reallocation of the net proceeds,potentially requiring us toreduce the funds allocated to certain planned uses to accommodate these unforeseen changes.Furthermore,the ultimate success of our business and the returns generated from the use of the net proceeds will de

159、pend on the effectiveness of our management teams decisionsand execution.There is no guarantee that our management will be able to deploy these funds efficiently or in a manner that yields favorable returns for our investors.The ineffectiveor inefficient use of the net proceeds from this offering co

160、uld have a significant adverse effect on our financial condition,our ability to execute our business plan,and couldconsequently cause the price of our common stock to decline.Becoming subject to public company reporting requirements will increase our operating expenses and could negatively impact ou

161、r profitability.Upon the completion of this offering,we intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934,as amended.This will obligate usto file various reports with the Securities and Exchange Commission(SEC)on a regular basis,including annual a

162、nd quarterly reports.The preparation and filing of these reports willrequire us to incur significant additional expenses,primarily related to audit fees charged by our independent registered public accounting firm and legal fees associated with thepreparation and review of these filings.These increa

163、sed compliance costs will directly add to our operating expenses and could negatively affect our ability to achieve and maintain profitability.The financial resources weexpend on meeting these reporting obligations will not be available for other purposes,such as investing in our technology,expandin

164、g our marketing efforts,or pursuing othergrowth initiatives.Consequently,the increased costs associated with being a public reporting company could have a material adverse effect on our financial condition and our abilityto generate profits in the future.We are an“emerging growth company”and we cann

165、ot be certain if the reduced disclosure requirements applicable to emerging growth companies will make ourcommon 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 va

166、rious reportingrequirements 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 theSarbanes-Oxley Act,reduced disclosure obligations regarding executive compensation in our periodic report

167、s and proxy statements,and exemptions from the requirements ofholding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.We cannot predict if investorswill find our common stock less attractive because we will rely o

168、n these exemptions.If some investors find our common stock less attractive as a result,there may be a less activetrading market for our common stock and our stock price may be more volatile.16 Under the Jumpstart Our Business Startups Act,“emerging growth companies”can delay adopting new or revised

169、accounting standards until such time as those standards apply toprivate 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 newor revised accounting standards as other public companies th

170、at are not“emerging growth companies.”Prior to the effective date of this registration statement our common stock will not be registered under the exchange act;thus,we will not be a fully reporting companybut only subject to the reporting obligations imposed by section 155(d)of the exchange act.Our

171、common stock will not be registered under the Exchange Act prior to the effective date of our Securities Act registration statement because we are not required to file anExchange Act registration statement prior to the effective date.Because our common stock will not be registered under the Exchange

172、 Act prior to the effective date,the Companywill not be a fully reporting company but will be only subject to the reporting obligations imposed by Section 15(d)of the Exchange Act,which allows a company to suspend itsSection 15(d)obligations based on its having less than 300 shareholders of record o

173、n any day other than the first day of its fiscal year,provided that it has less than 300 shareholdersof record within the meaning of Rule 12g5-1,is current on all SEC filing obligations,and has not had a registration statement declared effective or updated pursuant to Section 10(a)(3)of the Securiti

174、es Act.Investors will be effected by the suspended requirement for the Company to register the common stock under the Exchange Act prior to effective date in2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/00020652872

175、5000004/dankon_s1a1.htm9/31that they will not have access to the information about our common stock which would be found in an Exchange Act registration statement such as a Form 8-A,the proxy rules forinvestors under Section 16 of the Exchange Act would not apply to them,as well as the inapplicabili

176、ty of most of the tender offer rules associated with the SEC Regulation 14E andSection 14(e)of the Exchange Act.FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risk and uncertainties.We use words such as“anticipate”,“believe”,“plan”,“expect”,“future”,“inte

177、nd”,andsimilar expressions to identify such forward-looking statements.Investors should be aware that all forward-looking statements contained within this filing are good faith estimatesof management as of the date of this filing.Our actual results could differ materially from those anticipated in t

178、hese forward-looking statements for many reasons,including therisks faced by us as described in the“Risk Factors”section and elsewhere in this prospectus.USE OF PROCEEDS Our offering is being made on a self-underwritten and“best-efforts”basis:no minimum number of shares must be sold in order for the

179、 offering to proceed.The offering price pershare is$0.025.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$100,000 as anticipated.17 2025/6/10

180、09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm10/31 We intend to use the net proceeds we receive from this offering for working capital and other general corporate purposes.Our management wi

181、ll have broad discretion over the useof the net proceeds we receive from this offering.The amounts and timing of our expenditures will depend upon numerous factors,including cash flows from operations and theanticipated growth of our business.Items Description 25%are sold 50%are sold 75%are sold 100

182、%are sold Fee Fee Fee Fee Gross proceeds$25,000$50,000$75,000$100,000 Estimated S-1 Expenses$15,000$15,000$15,000$15,000 Net proceeds$10,000$35,000$60,000$85,000 Platform Development$7,000$22,000$40,000$60,000 Marketing&User Acquisition$2,000$8,000$14,000$14,000 Working Capital$1,000$5,000$5,000$10,

183、000 Miscellaneous expenses$-0-$-0-$1,000$1,000 The figures presented for the use of proceeds are estimates.To ensure the completion of the registration process and address potential funding shortfalls,Mr.Rodriguez,our soleofficer and director,has committed to providing personal loans to the Company.

184、These loans would also be utilized if the net proceeds from this offering are insufficient to executeour business plan and maintain the requirements for quotation on the OTCQB Venture Market,should our common stock become eligible for trading there.Mr.Rodriguez will notreceive any compensation or re

185、payment from the proceeds of this offering for these loans,and there is no fixed repayment schedule at this time.This commitment underscores ourdedication to completing the offering and pursuing our business objectives.DETERMINATION OF OFFERING PRICE We have determined the offering price of the shar

186、es arbitrarily.The price does not bear any relationship to our assets,book value,earnings,or other established criteria for valuing aprivately 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

187、wouldneed to implement our business plan.Accordingly,the offering price should not be considered an indication of the actual value of the securities.DIVIDEND POLICY We have never declared or paid cash dividends on our shares.We do not anticipate declaring or paying,in the foreseeable future,any cash

188、 dividends on our shares.We currentlyintend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business.Any future determination related toour dividend policy will be made at the discretion of our board of directors and will

189、depend upon,among other factors,our results of operations,financial condition,capitalrequirements,contractual restrictions,business prospects and other factors our board of directors may deem relevant.18 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.

190、sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm11/31 DILUTION 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 theamount that results from subtractin

191、g total liabilities from total assets.Dilution arises mainly as a result of our arbitrary determination of the Offering price of the shares beingoffered.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 stockholder.The histor

192、ical net tangible book value as of February 28,2025 was$2,730 or approximately$0.001 per share.Historical net tangible book value per share of common stock is equalto our total tangible assets less total liabilities,divided by the number of shares of common stock outstanding as of February 28,2025.T

193、he following table sets forth as of February 28,2025,the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders andby new investors in this offering if new investors purchase 25%,50%,75%or 100%of the offering,after deduction of offering expen

194、ses payable by us,assuming a purchase pricein this offering of$0,025 per share of common stock.Percent of Shares Sold from Maximum Offering Available25%50%75%100%Offering price per share$0,025$0,025$0,025$0,025Proceeds$25,000$50,000$75,000$100,000Expenses$15,000$15,000$15,000$15,000The historical ne

195、t tangible book value as of February 28,2025($2,730)($2,730)($2,730)($2,730)Post offering net tangible book value$7,270$32,270$57,270$82,270Post offering net tangible book value per share0,000,010,010,01Pre-offering net tangible book value per share0,000,000,000,00Increase(Decrease)in net tangible b

196、ook value per share after offering0,000,010,010,01Dilution per share$0,02$0,02$0,02$0,01%dilution93,54%76,53%64,76%56,12%Capital contribution by purchasers of shares$25,000$50,000$75,000$100,000Capital Contribution by existing stockholders$3,500$3,500$3,500$3,500Percentage capital contributions by p

197、urchasers of shares87,72%93,46%95,54%96,62%Percentage capital contributions by existing stockholders12,28%6,54%4,46%3,38%Gross offering proceeds$25,000$50,000$75,000$100,000Anticipated net offering proceeds$10,000$35,000$60,000$85,000Number of shares after offering held by public investors1,000,0002

198、,000,0003,000,0004,000,000Total shares issued and outstanding4,500,0005,500,0006,500,0007,500,000Purchasers of shares percentage of ownership after offering22,22%36,36%46,15%53,33%Existing stockholders percentage of ownership after offering77,78%63,64%53,85%46,67%19 MANAGEMENTS DISCUSSION AND ANALYS

199、IS OR PLAN OF OPERATION You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notesand other financial information included elsewhere in this prospectus.Some of the information co

200、ntained in this discussion and analysis or set forth elsewhere in this prospectus,including information with respect to our plans and strategy for our business and related financing,includes forward-looking statements that involve risks and uncertainties.Youshould review the“Risk Factors”section of

201、this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in orimplied by the forward-looking statements contained in the following discussion and analysis.We qualify as an“emerging growth company”under the JOBS Act.As a res

202、ult,we are permitted to,and intend to,rely on exemptions from certain disclosure requirements.For solong as we are an emerging growth company,we will not be required to:have an auditor report on our internal controls over financial reporting pursuant to Section 404(b)of the Sarbanes-Oxley Act;provid

203、e an auditor attestation with respect to managements report on the effectiveness of our internal controls over financial reporting;comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditorsr

204、eport providing additional information about the audit and the financial statements(i.e.,an auditor discussion and analysis);submit certain executive compensation matters to shareholder advisory votes,such as“say-on-pay”and“say-on-frequency;”and disclose certain executive compensation related items

205、such as the correlation between executive compensation and performance and comparisons of the CEOs compensation tomedian employee compensation.20 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dan

206、kon_s1a1.htm12/31 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 theSecurities Act for complying with new or revised accounting standards.In other words,an emerging growth com

207、pany can delay the adoption of certain accounting standards untilthose standards would otherwise apply to private companies.We have elected not to take advantage of the benefits of this extended transition period.We will remain an“emerging growth company”for up to five years,or until the earliest of

208、(i)the last day of the first fiscal year in which our total annual gross revenues exceed$1,235 billion,(ii)the date that we become a“large accelerated filer”as defined in Rule 12b-2 under the Securities Exchange Act of 1934,which would occur if the market value of our ordinaryshares that is held by

209、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.Even if we no longer qualify for the exemptions for anemergin

210、g growth company,we may still be,in certain circumstances,subject to scaled disclosure requirements as a smaller reporting company.For example,smaller reportingcompanies,like emerging growth companies,are not required to provide a compensation discussion and analysis under Item 402(b)of Regulation S

211、-K or auditor attestation ofinternal controls over financial reporting.We are a development stage company and we have generated no revenue yet.Our business plan entails activities described in this section below.Long term financing beyond themaximum aggregate amount of this offering may be required

212、to expand our business.The exact amount of funding will depend on the scale of our development and expansion.Ourexpansion may include further development of our core product and investing funds towards marketing and user acquisition.Our independent registered public accountant has issued a going con

213、cern opinion.This means that there is substantial doubt that we can continue as an on-going business for thenext twelve months unless we obtain additional capital to pay our bills.This is because we have generated no revenue to date.To meet our need for cash we are attempting to raise money from thi

214、s offering.We believe that we will be able to raise enough money through this offering to continue our proposedoperations,but we cannot guarantee that once we continue operations we will stay in business after doing so.If we are unable to successfully find customers,we may quickly use upthe proceeds

215、 from this offering and will need to find alternative sources.At the present time,we have not made any arrangements to raise additional cash,other than through thisoffering.If we need additional cash and cannot raise it,we will either have to suspend operations until we do raise the cash or cease op

216、erations entirely.Even if we raise$100,000 from thisoffering we may need more funds for business operations,and we may have to revert to obtaining additional money.The companys flexible approach is designed to adapt to different scenarios,ensuring a focused and scalable execution of its key activiti

217、es.21If 25%of shares are sold,the operational plan will be executed by prioritizing critical elements.With approximately$10,000 in net proceeds,our primary focus will be oncompleting the core functionality of our online congratulations platform.Platform Development(Estimated$7,000):The majority of t

218、hese funds will be directed towards expanding our platform and theCongratulations Generator API by enhancing our core AI models.Marketing&User Acquisition(Estimated$2,000):Initial marketing efforts will be limited and primarily focus on organic reach.Working Capital(Estimated$1,000):This minimal wor

219、king capital will cover essential operational costs such as basic hosting,critical softwaresubscriptions,and initial administrative expenses.Miscellaneous Expenses(Estimated$0):At this stage,we anticipate minimal miscellaneous expenses.If 50%of shares are sold,the operational plan will undergo enhan

220、cements.The net proceeds of$35,000 will be utilized for:Platform Development(Estimated$22,000):These funds will allow us to implement key secondary features and develop additional servicesthat leverage advancements in generative AI technologies.Marketing&User Acquisition(Estimated$8,000):We will imp

221、lement a more structured digital marketing strategy,including basic searchengine optimization(SEO).Working Capital(Estimated$5,000):Increased working capital will allow for investment in more robust software tools and coverage ofincreased operational costs.Miscellaneous Expenses(Estimated$0):We stil

222、l anticipate minimal miscellaneous expenses at this stage.If 75%of shares are sold,the focus will shift to strategic investments.The net proceeds of$60,000 will be used for:Platform Development(Estimated$40,000):These funds will enable us to develop and integrate more advanced features,improve platf

223、ormscalability,and potentially develop additional services from this sector,with new AI features.Marketing&User Acquisition(Estimated$14,000):We will implement a broader marketing strategy,including content marketing initiativesand exploring potential partnerships.Working Capital(Estimated$5,000):Wo

224、rking capital will support the increased operational demands and allow for potential part-time supportstaff.Miscellaneous Expenses(Estimated$1,000):We anticipate some miscellaneous expenses related to increased operational activity.If 100%of shares are sold,the emphasis will be on maximized growth.T

225、he net proceeds of$85,000 will be allocated as follows:Platform Development(Estimated$60,000):These funds will allow us to complete the development of all planned initial features,and invest infuture platform innovation.Marketing&User Acquisition(Estimated$14,000):We will execute a comprehensive mul

226、ti-channel marketing strategy to drive significant useracquisition and build brand awareness.Working Capital(Estimated$10,000):Robust working capital will enable us to invest in necessary infrastructure and support rapid scaling.Miscellaneous Expenses(Estimated$1,000):We anticipate ongoing miscellan

227、eous expenses related to business development and operationalscaling.2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm13/3122 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206

228、528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm14/31 OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,changes in fina

229、ncial condition,revenues orexpenses,results of operations,liquidity,capital expenditures or capital resources.LIMITED OPERATING HISTORY;NEED FOR ADDITIONAL CAPITAL There is no historical financial information about us upon which to base an evaluation of our performance.We are in start-up stage opera

230、tions and have not generated any revenues.We cannot guarantee we will be successful in our business operations.Our business is subject to risks inherent in the establishment of a new business enterprise,including limitedcapital resources and possible cost overruns due to price and cost increases in

231、services and products.We have no assurance that future financing will be available to us on acceptable terms.If financing is not available on satisfactory terms,we may be unable to continue,develop orexpand our operations.Equity financing could result in additional dilution to existing shareholder.D

232、ESCRIPTION OF BUSINESS Corporate History The Company was incorporated as“Dankon Corporation”under the laws of the State of Wyoming on November 11,2024.Dankon Corporation has only one officer and directorwho is Edgar Ulises Rodriguez Velazquez.The Company operates an online service designed to genera

233、te personalized congratulatory messages.This service processes user-provided inputs to create messages designed for various occasions,such as achievements,milestones,and special events.We have developed a proprietary platform for this purpose,which will support the functionality of the Congratulatio

234、ns Generator service.The Congratulations Generator is scheduled for its official launch in June 2025.This service isdesigned to provide customized congratulatory messages.On February 28,2025,the Company issued 3,500,000 shares of restricted common stock to Edgar Ulises Rodriguez Velazquez.The value

235、of these shares is$3,500 based on the parvalue of$0.001 per share of common stock.Company Overview Dankon Corporation operates an online platform for generating congratulatory messages.This platform is designed to serve various users,including businesses and individuals.Ourtechnology will enable use

236、rs to create personalized messages for a wide range of events and milestones.Our primary offering,the Congratulations Generator API,is scheduled forofficial launch in June 2025.Target Audience The platform is designed to address the needs of a diverse clientele seeking to enhance and personalize the

237、ir congratulatory communications.Our primary target audience comprisesthe following segments:Business professionals:Individuals and organizations seeking to convey professional congratulations for promotions,achievements,and corporate milestones,boost brand loyalty.This includes corporatecommunicati

238、ons departments,human resources personnel,and executive assistants,and any business entity looking to enhance employee or client engagement through personalizedmessages.Event agencies:23 Professionals responsible for orchestrating celebratory events,requiring customizable and impactful congratulator

239、y messages for clients and attendees while fostering lastingrelationships.Educational institutions:Schools,colleges,and universities seeking to celebrate student achievements,faculty accomplishments,and institutional milestones.This encompasses admissions offices,alumnirelations departments,and acad

240、emic administrators.Social Media Enthusiasts and Influencers:Individuals who utilize social media platforms for both personal and professional purposes.Our service helps influencers,content creators,and social media users elevate theircontent with heartfelt and engaging congratulatory messages,incre

241、asing audience engagement and fostering positive interactions.Individuals Celebrating Milestones:Private individuals marking significant life events such as graduations,engagements,weddings,births,and personal achievements.Our service enables individuals to express theircongratulations in a unique a

242、nd heartfelt way,creating lasting memories for themselves and their loved ones.Developers and IT Companies:Technology professionals and companies that can integrate our API into their own products,services,or platforms.This segment includes developers building communication tools,SaaS platforms,or c

243、ustomer engagement solutions who seek to add personalized congratulatory messaging functionality to enhance user experience and engagement.Technology Overview The Congratulations Generator platform is currently in development and is scheduled for official launch in June 2025.At the core of the platf

244、orm will be a robust ApplicationProgramming Interface(API)designed to dynamically generate personalized congratulatory messages.Once fully deployed,the API will leverage advanced natural languageprocessing(NLP)algorithms to analyze user-provided inputsuch as event details,recipient information,and d

245、esired toneto produce tailored and contextually relevant messages.The APIs architecture is being built to support seamless integration with various digital environments,enabling users to embed the Congratulations Generator functionality intotheir existing workflows and applications.Website Functiona

246、lity Our platform(https:/dankon.co/)aims to provide a user-centric service designed for efficient and personalized congratulatory message creation.Key functionalities include:User-Friendly Interface:The website will feature an intuitive and easily navigable interface to facilitate a seamless user ex

247、perience.2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm15/31Congratulations Generator:The Company intends to offer access to the Congratulations Generator through a series of API t

248、ariff plans.These plans are designed to accommodate varying usage requirementsand facilitate integration into user applications or platforms.Available plans will offer different tiers of API requests,allowing users to select an option based on their anticipatedusage patterns.24 Monetization and Pric

249、ing The Companys anticipated sole source of revenue will be generated from the Congratulations Generator API service.We expect to derive revenue primarily through a tieredsubscription-based pricing model,designed to accommodate a diverse range of user needs,from individual developers and small busin

250、esses to high-volume enterprise clients.Monetization will be achieved through monthly API subscription plans,granting users the ability to integrate the APIs message generation capabilities into their own applicationsand services.This pricing structure is intended to be implemented shortly after the

251、 APIs public launch,which is currently planned for June 2025.Access to the Congratulations Generator API will be provided through tiered tariff plans,each offering a specific number of API requests.Tariff Plans:Free:This plan provides 100 API requests,suitable for initial testing and low-volume usag

252、e.Basic:Offers 10,000 API requests,catering to developers and small businesses with moderate integration needs.Pro:For high-volume users,the Pro plan provides 100,000 API requests.Lets Talk:For enterprise-level clients requiring more than 100,000 API requests,customized pricing plans are available t

253、hrough direct consultation.Revenue from this segment willbe generated through individually negotiated contracts,which may involve volume-based discounts,custom features,dedicated support,and other tailored service level agreements.This segment is expected to be a significant contributor to our long-

254、term revenue growth as we scale.Our pricing structure is designed to be scalable and flexible,ensuring that users can select a plan that aligns with their specific requirements and usage patterns.We expect revenueto grow as our user base expands and as existing users upgrade to higher-volume paid ti

255、ers.While our initial focus is on API subscriptions,we will continuously evaluate marketdemand and user feedback to identify potential future monetization opportunities or service expansions.Market OpportunityThe personalized messaging market is rapidly growing,driven by the increasing demand for un

256、ique,meaningful,and emotionally resonant communications.With consumers andbusinesses alike seeking ways to enhance their interactions,the need for personalized congratulatory messages is becoming more pronounced.The rise of digital communication,social media platforms,and events hosted online furthe

257、r amplifies the demand for services that allow users to express genuine sentiments in an authentic and creative way.25 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm16/31 Market Si

258、ze and GrowthThe global personalized greetings market,which includes various forms of customized messages,cards,and digital greetings,is projected to reach$4,5 billion by 2031,growing ata 6,5%annual growth rate(CAGR)from 2024 to 2031 1.This growth is driven by increasing consumer spending on persona

259、lized gifts,the shift toward digital platforms forcommunication,and the growing popularity of social media as a vehicle for personal and professional recognition.Additionally,the expansion of event agencies,corporate gifting,and educational institutions creating personalized congratulatory content f

260、urther contributes to the marketspotential.As more industries recognize the importance of personalized and heartfelt communication in building relationships and brand loyalty,the market for services like theCongratulations Generator is expected to expand significantly.1-Verified Market Research.Pers

261、onalized Greeting Cards Market.Verified Market Research,2023,https:/ Market DriversDigital Transformation:As more people and businesses engage in digital communication,the need for tools that streamline and personalizeinteractions is increasing.Consumers are seeking ways to make their congratulation

262、s and greetings stand out amidst a sea of generic messages.Social Media Influence:Social media platforms are key drivers in the growth of personalized messaging.Users want to share unique andmeaningful content that resonates with their followers,creating a demand for specialized tools to generate he

263、artfelt and memorable messages.Corporate and Event Industry Demand:Event agencies and businesses are increasingly relying on personalized communications to engageclients,celebrate milestones,and strengthen relationships.From corporate congratulations to event-specific greetings,the demand for tailor

264、edmessaging solutions is growing.Consumer Behavior:Todays consumers are more inclined to personalize their communication,whether for a birthday,graduation,or corporatemilestone.They value thoughtfulness and originality in the messages they send,providing a strong market opportunity for services like

265、 theCongratulations Generator.Dankon Corporation is well-positioned to capitalize on this growing market opportunity by offering a solution that is scalable and customizable.By focusing on the core values ofpersonalization,ease of integration,and affordability,we can capture a wide range of customer

266、sfrom small businesses and event agencies to individual users and largecorporations.Competitive Advantages Dankon Corporation differentiates itself in the market through a unique combination of technological sophistication,customer-centric pricing,and a strong emphasis onpersonalized communication.O

267、ur key competitive advantages include:Cutting-Edge Technology:The Congratulations Generator API utilizes advanced natural language processing algorithms to create personalized and contextually relevantmessages,positioning us as a leader in the space.Affordable Pricing:We will offer flexible and affo

268、rdable pricing plans that cater to various user levels,from individual developers to high-volume enterprise clients.26 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm17/31 Tailored

269、Solutions:Our API tool will be designed to meet the needs of diverse client segments,including businesses,event agencies,educational institutions,and individuals,ensuring that each user can create customized,meaningful messages.Personalized Communication:Our service is intended to generate messages

270、designed to convey sincerity and thoughtfulness.Commitment to Innovation:We remain dedicated to continuous improvement,constantly evolving our platform to meet the changing needs of our users and stay ahead of markettrends.Future Plans and Enhancements We are committed to continuous innovation and e

271、xpansion of our service offerings.In the near term,our primary focus is the development and deployment of the CongratulationsGenerator API,scheduled to launch in June 2025.Over the next 12 years,we plan to introduce a range of new features,including AI-powered personalized video congratulations,aime

272、d at increasing user engagement and emotional resonance.This feature will allow users to generate customized video messages,further elevating the personalization and impactof their congratulations.In the following years,we intend to expand API functionality,enhance our core AI models,and develop add

273、itional services that leverage advancements ingenerative AI technologies.These may include new APIs,customized messaging solutions,and tools designed to meet specific client needs across various industries.Our long-term strategy includes offering a broader selection of AI-driven communication tools,

274、positioning the Congratulations Generator as a versatile and evolving platformcapable of delivering tailored solutions at scale.Competitors One competitor in the personalized congratulations market is VidDay,which offers an AI-powered message generator and group video gift creation services.Most of

275、ourcompetitors have greater financial resources than we do and will be able to withstand sales or price decreases better than we can.We also expect to continue to face competitionfrom new market service entrants.We may be unable to continue to compete effectively with these existing or new competito

276、rs,which could have a material adverse effect on ourfinancial condition and results of operations.RegulationOur operations are subject to a wide range of federal,state,and international laws and regulations governing online platforms,particularly those related to content generation,userdata protecti

277、on,and digital services.These regulations include privacy laws,data protection(including handling of minors data),intellectual property rights,advertising,andmarketing practices,as well as compliance with anti-corruption measures and industry-specific standards.We are committed to ensuring full comp

278、liance with all relevant laws and regulations that apply to our industry.This includes adhering to privacy protection laws,ensuring thesecurity of user data,and following all applicable guidelines for online content and service delivery.We place a strong emphasis on upholding the highest standards o

279、f ethics,userprivacy,and data protection in all aspects of our business operations.Given the evolving nature of online platforms and digital services,we acknowledge that the regulatory environment is constantly changing.New laws,updates to existingregulations,and shifts in how regulations are applie

280、d may impact our business.This includes potential amendments or new interpretations of current laws,as well as rulings fromregulatory bodies and courts at the federal,state,or international level.These changes may arise rapidly or develop over time through judicial decisions or as new guidelines are

281、issued by regulatory authorities.27As we continue to expand our business and introduce new features,services,or markets,we recognize the possibility of encountering additional regulatory requirements orrestrictions.This could include limitations on operating in specific regions or the need to comply

282、 with additional laws based on our business activities.We are dedicated to stayinginformed of regulatory changes and adapting our practices to remain compliant with all legal obligations.BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy,receivership or similar proceeding entered into ei

283、ther voluntarily by the Company and involuntarily against the Company.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 GOVERNMEN

284、T 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 anyjurisdiction which we would conduct activities.We do not believe that any existing or probable government r

285、egulation on our business,including any applicable export or import regulation or control imposed by the UnitedStates,will have a material impact on the way we conduct our business.EMPLOYEES AND EMPLOYMENT AGREEMENTS We have no employees as of the date of this prospectus.Our sole officer and directo

286、r,Edgar Ulises Rodriguez Velazquez,currently devotes as much time as needed to providemanagement services to company matters.After receiving funding,Mr.Rodriguez plans to devote as much time to the operation of the Company as he determines is necessary forhim to manage the affairs of the Company.As

287、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 bene

288、ficially of morethan 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.28 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/dat

289、a/2065287/000206528725000004/dankon_s1a1.htm18/31 DIRECTORS,EXECUTIVE OFFICERS,PROMOTER AND CONTROL PERSONS The name,age and titles of our executive officer and director are as follows:Name and Address of ExecutiveOfficer and/or DirectorAgePositionEdgar Ulises Rodriguez Velazquez,C.Fresno 29 Fracc.N

290、orias de Sopea 2 Seccion CP.,36112 Silao de la Victoria,Guanajuato,Mexico33President,Treasurer,Secretary and Director(Principal Executive,Financial and Accounting Officer)Edgar Ulises Rodriguez Velazquez has acted as our President,Treasurer,Secretary and Director since our incorporation on November

291、11,2024.There was no arrangement orunderstanding between Edgar Ulises Rodriguez Velazquez and any other person(s)pursuant to which he was selected as a director of the company.For the past six years startingfrom 2016,Edgar Ulises Rodriguez Velazquez held positions at Conjunto Mexico,where he worked

292、as software engineer and led the development of AI-powered content solutions.Mr.Rodriguez has developed expertise in artificial intelligence and machine learning through advanced coursework and practical application,including model design,training,andoptimization.We believe that these skills will he

293、lp our sole officer and director run the Companys business.Mr.Rodriguez holds a degree in Management and InternationalBusiness from Universidad Panamericana.He does not currently serve on any public company boards.Mr.Rodriguezs only occupation at the moment is managing the business processes of Dank

294、on Corporation.There was no arrangement or understanding between Edgar UlisesRodriguez Velazquez and any other person(s)pursuant to which he was selected as an officer of the company.Edgar Ulises Rodriguez Velazquez owns 100%of the outstanding shares of our common stock.As such,it was unilaterally d

295、ecided that Edgar Ulises Rodriguez Velazquez wasgoing to be our sole President,Chief Executive Officer,Treasurer,and Chief Financial Officer,Chief Accounting Officer,Secretary and sole member of our board ofdirectors.Edgar Ulises Rodriguez Velazquez,our president and director,will be devoting all hi

296、s time needed for planning and organizing activities for Dankon Corporation.During the past ten years,Edgar Ulises Rodriguez Velazquez has not been the subject to any of the following events:Any bankruptcy petition filed by or against any business of which Edgar Ulises Rodriguez Velazquez was a gene

297、ral partner or executive officer either at the time of the bankruptcy orwithin two years prior to that time.Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.An order,judgment,or decree,not subsequently reversed,suspended or vacated,or any court of competent j

298、urisdiction,permanently or temporarily enjoining,barring,suspending orotherwise limiting Mr.Rodriguezs involvement in any type of business,securities or banking activities.Found by a court of competent jurisdiction(in a civil action),the Securities and Exchange Commission or the Commodity Futures Tr

299、ading Commission to violate a federal or statesecurities or commodities law,and the judgment has not been reversed,suspended or vacated.Was the subject of any order,judgment or decree,not subsequently reversed,suspended or vacated,of any Federal or State authority barring,suspending or otherwise lim

300、iting formore than 60 days the right to engage in any activity described in paragraph(f)(3)(i)of this section,or to be associated with persons engaged in any such activity;29Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State se

301、curities law,and the judgment in such civil action orfinding by the Commission has not been subsequently reversed,suspended,or vacated;Was the subject of,or a party to,any Federal or State judicial or administrative order,judgment,decree,or finding,not subsequently reversed,suspended or vacated,rela

302、ting to analleged violation of:i.Any Federal or State securities or commodities law or regulation;orii.Any law or regulation respecting financial institutions or insurance companies,including,but not limited to,a temporary or permanent injunction,order of disgorgement orrestitution,civil money penal

303、ty or temporary or permanent cease-and-desist order,or removal or prohibition order;oriii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;orWas the subject of,or a party to,any sanction or order,not subsequently reversed,suspended or vacated,of an

304、y self-regulatory organization(as defined in Section 3(a)(26)of theExchange Act(15 U.S.C.78c(a)(26),any registered entity(as defined in Section 1(a)(29)of the Commodity Exchange Act(7 U.S.C.1(a)(29),or any equivalentexchange,association,entity or organization that has disciplinary authority over its

305、 members or persons associated with a member.Significant Employees We do not currently have any significant employees aside from Mr.Rodriguez.Committees We do not currently have an audit,compensation or nominating committee.EXECUTIVE COMPENSATIONMANAGEMENT COMPENSATIONThe following tables set forth

306、certain information about compensation paid,earned or accrued for services by our Executive Officer from inception on November 11,2024:Summary Compensation Table There are no current employment agreements between the Company and its officers.Our sole officer and director currently devotes approximat

307、ely forty hours per week to manage the affairs of the Company.He has agreed to work with no remuneration until suchtime as the Company receives sufficient revenues necessary to provide management salaries.At this time,we cannot accurately estimate when sufficient revenues will occur toimplement this

308、 compensation,or what the amount of the compensation will be.There are no annuity,pension or retirement benefits proposed to be paid to the officer or Director oremployees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the C

309、ompany or any of its subsidiaries,if any.NAME AND PRINCIPAL POSITION YEAR SALARY($)BONUS($)STOCKAWARDS($)TOTAL($)EDGAR ULISES RODRIGUEZ VELAZQUEZDIRECTOR,PRESIDENT,SECRETARY AND TREASURER 2025 _ _ _ _ 30Director Compensation There is no Director compensation as of February 28,2025.2025/6/10 09:19sec

310、.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htm19/31CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Edgar Ulises Rodriguez Velazquez is our sole officer,Director,control person and promoter and he sha

311、ll receive no compensation for the placement of the offering.On February 28,2025,we offered and sold restricted 3,500,000 shares of common stock to Mr.Rodriguez,our Director,at a purchase price of$0.001 per share,for aggregateproceeds of$3,500.Our officer and director agreed to loan the company fund

312、s in the form of$200,000 line of credit and he has advanced the company$13,230 for software development as of February28,2025.There will be$186,770 remaining from the existing line of credit to fund the operations.In the event the existing line of credit is used up,Mr.Rodriguez agreed toadvance addi

313、tional funds to the Company for working capitals.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of February 28,2025 by:(i)each person(includingany group)known

314、to us to own more than five percent(5%)of any class of our voting securities,(ii)our Director,and or(iii)our officer.Unless otherwise indicated,thestockholder listed possesses sole voting and investment power with respect to the shares shown.Title ofclass Name and address of beneficial owner Amount

315、and nature of beneficialownership PercentageCommonstock Edgar Ulises Rodriguez VelazquezC.Fresno 29 Fracc.Norias de Sopea 2 Seccion CP.,36112 Silao de la Victoria,GTO,Mexico 3,500,000 shares of common stock(direct)100%(1)A beneficial owner of a security includes any person who,directly or indirectly

316、,through any contract,arrangement,understanding,relationship,or otherwise has or shares:(i)voting power,which includes the power to vote,or to direct the voting of shares;and(ii)investment power,which includes the power to dispose or direct the disposition of shares.Certain shares may be deemed to b

317、e beneficially owned by more than one person(if,for example,persons share the power to vote or the power to dispose of the shares).In addition,shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares(for example,upon exercise of an option)within 60 day

318、s of the date as ofwhich the information is provided.In computing the percentage ownership of any person,the amount of shares outstanding is deemed to include the number of shares beneficiallyowned by such person(and only such person)by reason of these acquisition rights.As of February 28,2025,there

319、 were 3,500,000 shares of our common stock issued andoutstanding.31PLAN OF DISTRIBUTION In this prospectus,Dankon Corporation is registering 4,000,000 shares of our common stock for sale at the price of$0.025 per share.This is a self-underwritten offering.EdgarUlises Rodriguez Velazquez will sell th

320、e shares directly to family members,friends,business associates and close acquaintances,with no commission or other remuneration payableto herself for any shares they may sell further.There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dea

321、ler.In offering thesecurities on our behalf,she will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.Our Board of Directors willnot register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934,in rel

322、iance upon Rule 3a4-1,which sets forth those conditions,as noted herein,underwhich a person associated with an Issuer may participate in the offering of the Issuers securities and not be deemed to be a broker-dealer:1.Our President,Treasurer,Secretary and Director is not subject to a statutory disqu

323、alification,as that term is defined in Section 3(a)(39)of the Act,at the time of herparticipation;and,2.Our President,Treasurer,Secretary and Director will not be compensated in connection with her participation by the payment of commissions or other remunerationbased either directly or indirectly o

324、n transactions in securities;and3.Our President,Treasurer,Secretary and Director is not,nor will she be at the time of her participation in the offering,an associated person of a broker-dealer;and4.Our President,Treasurer,Secretary and Director meets the requirements of paragraph(a)(4)(ii)of Rule 3a

325、4-1 of the Exchange Act,in that she(A)primarily perform,orintend primarily to perform at the end of the offering,substantial duties for or on behalf of our Company,other than in connection with transactions in securities;and(B)she is not abroker or dealer,or been an associated person of a broker or

326、dealer,within the preceding twelve months;and(C)has not participated in selling and offering securities for any issuermore than once every twelve months other than in reliance on Paragraphs(a)(4)(i)or(a)(4)(iii).Under Paragraph 3a4-1(a)(4)(iii),our President,Treasurer,Secretary and Directormust rest

327、rict her participation to any one or more of the following activities:Preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by her of a potentialpurchaser;provided,however,that the content of such communication i

328、s approved by our President,Treasurer,Secretary and Director;Responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser;provided,however,that the content of such responses are limited toinformation contained in a registration statement filed under the Se

329、curities Act of 1933 or other offering document;or Performing ministerial and clerical work involved in effecting any transaction.This offering is self-underwritten,which means that it does not involve the participation of anunderwriter or broker,and as a result,no broker for the sale of our securit

330、ies will be used.In the event a broker-dealer is retained by us to participate in the offering,we must file apost-effective amendment to the registration statement to disclose the arrangements with the broker-dealer,and that the broker-dealer will be acting as an underwriter and will be sonamed in t

331、he prospectus.Additionally,FINRA must approve the terms of the underwriting compensation before the broker-dealer may participate in the offering.32 2025/6/10 09:19sec.gov/Archives/edgar/data/2065287/000206528725000004/dankon_s1a1.htmhttps:/www.sec.gov/Archives/edgar/data/2065287/000206528725000004/

332、dankon_s1a1.htm20/31 To the extent required under the Securities Act,a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers,the number ofshares of common stock involved,the price at which the common stock is to be sold,the commissions paid o

333、r discounts or concessions allowed to such broker-dealers,whereapplicable,that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to thetransaction.We are subject to applicable provisions of the Exchange Act and the rules and regulations under it,including,without limitation,Rule 10b-5 and