As filed with the Securities and Exchange Commission on November 30, 2011
An Exhibit List can be found on page II-2.
Registration No.______________
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
 
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MARATHON BAR CORP.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

8090
(Primary Standard Industrial Classification Code Number)

990370688
 (I.R.S. Employer Identification Number)

427 N Tatnall St. #32607
Wilmington, DE 19801-2230
(888) 267-1134
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Marathon Bar Corp.
c/o Delaware Intercorp, Inc.
113 Barksdale Professional Center
Newark, DE 19711
Phone: (302)266-9367
Fax: (302)266-9940

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

Copies to:

Law Offices of Jonathan D. Strum
5638 Utah Avenue NW
Washington DC 20015
Ph: (202) 362-9027
Fax: (202) 362-9037
Email: jdstrum@jdstrumlaw.com

 
 

 

As soon as practicable after the effective date of this registration statement
(Approximate date of commencement of proposed sale to the public)

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one)
 
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting Company x
(Do not check if a smaller reporting Company)

Calculation of Registration Fee

Title of Each Class
of Securities to be
Registered
 
Amount to be
Registered
   
Proposed Maximum
Offering Price Per
Unit1
   
Proposed Maximum
Aggregate Offering
Price
   
Amount of
Registration Fee2
 
                         
Common Stock by Company
    1,500,000     $ 0.10     $ 150,000     $ 17.40  
 
(1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.
 
(2) Estimated solely for the purpose of calculating the registration fee based on Rule 457 (o).
 
(3) The offering will conclude at the earlier of the sale for all shares or 90 days after this registration statement becomes effective with the Securities and Exchange Commission.

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

 
 

 

MARATHON BAR CORP.

1,500,000 SHARES OF COMMON STOCK

Prior to this registration, there has been no public trading market for the common stock of Marathon Bar Corp.  (“MBC”) and it is not presently traded on any market or securities exchange. 1,500,000 shares of common stock are being offered for sale by the Company to the public.

The price per share will be $0.10 for the duration of the offering. The offering will conclude at the earlier of the sale for all shares or 180 days after this registration statement becomes effective with the Securities and Exchange Commission, unless extended for an additional period of 90 days by the Company. Funds raised under this offering will not be held in trust or in any escrow account and all funds raised regardless of the amount will be available to the Company.  MBC will be selling all the shares and will receive all proceeds from the sale. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. MBC’s president, CEO and sole Director will be responsible for the sale of shares.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

This offering is self-underwritten. No underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering. There are no underwriting commissions involved in this offering.

There is no minimum number of shares that must be sold but the Company will use its best efforts to sell the securities offered. The Company will retain the proceeds from the sale of any of the offered shares.

Marathon Bar is a development stage company. We have generated no revenues from operations since our inception. This prospectus shows the actions we believe that will lead to the creation of our business and operations.  However, as of the date of this prospectus our auditors stated that the Company has solely incurred expenses and has no operating income, which raise substantial doubt about its ability to continue as a going concern. This going concern opinion is due to the fact that we do not have enough material assets, or a source of revenue sufficient to cover our operation costs. The Company is highly dependent upon the raising of additional capital through the sale of our common stock in order to implement its business plan.  The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.  

As of the date of this prospectus there is currently no market for the company’s shares.

The offering will conclude at the earlier of the sale for all shares or 180 days after this registration statement becomes effective with the Securities and Exchange Commission.  

The date of this prospectus is __________ _, 201_.

 
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 
3

 
 
TABLE OF CONTENTS
 
  
 
Page
PART I
   
SUMMARY INFORMATION
 
6
RISK FACTORS
 
8
USE OF PROCEEDS
 
14
DETERMINATION OF OFFERING PRICE
 
15
DILUTION
 
15
PLAN OF DISTRIBUTION
 
16
DESCRIPTION OF SECURITIES
 
17
INTERESTS OF NAMED EXPERTS AND COUNSEL
 
18
DESCRIPTION OF BUSINESS
 
18
AVAILABLE INFORMATION
 
21
LEGAL PROCEEDINGS
 
22
FINANCIAL STATEMENTS
 
22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
23
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL
 
27
DIRECTORS AND EXECUTIVE OFFICERS
 
27
EXECUTIVE COMPENSATION
 
28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
31
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
31
     
PART II
   
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
32
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
32
RECENT SALES OF UNREGISTERED SECURITIES
 
32
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
34
UNDERTAKINGS
 
34
SIGNATURES
 
38

 
4

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

 
5

 
 
SUMMARY INFORMATION
 
This summary provides an overview of the most significant information contained elsewhere in this prospectus. It does not contain all the detailed information you should consider before making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements contained herein.
 
Summary Information about Marathon Bar Corp.

Marathon Bar, Inc. (“MBC, “we”, “the Company”) was incorporated in the State of Delaware as a for-profit Company on October 13, 2011 and established a fiscal year end of December 31. We are a development-stage Company that are committed to provide on our website organic solutions for amateur and professional athletes outside of the United States , by developing services to distribute organic food for those who want to be healthier and have a sports based life style every day.

We have no arrangements in place with any of the companies identified as organic food suppliers, appliances suppliers, delivery companies or nutritionists.
 
We have shared office services located at 427 N Tatnall St., #32607, Wilmington, DE 19801-2230, our telephone and fax number is (888)267-1134.The Company does not own or rent any property.
 
As of November 18, 2011, there was US$29,993 of cash on hand in the corporate bank account. As of November 14, 2011, we raised $30,000 through the sale of our common stock to our sole Officer and Director, Mr. Israel Menahem Vizel. We currently have liabilities of US$ 4,738, represented by expenses accrued during its start-up. In addition, the Company anticipates incurring costs associated with this offering totaling approximately $20,000. As of the date of this prospectus, we have generated no revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of the Company filed with this prospectus.
 
As of the date of this filing, the Company has generated no revenues and has not entered into any agreement, arrangement or understanding with any retailers for its services, and failure to raise funds will require the Company to cease operations. The Company’s President, Israel MenahamVizel, has indicated that he may lend the Company funds in the form of a non-secured loan to meet its short to medium term (up to 12 months) financial obligations, but there is no contract in place or written agreement between the Company and Mr. Israel Menaham Vizel and there can be no assurances that he will assist the Company in meeting its short term financial obligations.
 
MBC has no plans or intention to be acquired or to merge with an operating company. Additionally, there are no plans to enter into a change of control or similar transaction or change the management of the company.
 
Summary of the Offering by the Company
 
MBC has 3,000,000 shares of common stock issued and outstanding and is registering an additional 1,500,000 shares of common stock for offering to the public. We will endeavor to sell all 1,500,000 shares of common stock after this registration becomes effective. The price at which we will offer these shares is fixed at $0.10 per share for the duration of the offering.  We will receive all proceeds from the sale of the common stock.

 
6

 

Securities being offered by the Company, common stock, par value $0.0001
 
1,500,000 shares of common stock are offered by the Company.
     
Offering price per share by the Company.
 
A price, if and when the Company sells the shares of common stock, is set at $0.10.
     
Number of shares outstanding before the offering of common shares.
 
3,000,000 common shares are currently issued and outstanding.
     
Number of shares outstanding after the offering of common shares.
 
4,500,000 common shares will be issued and outstanding after this offering is completed.
     
Minimum number of shares to be sold in this offering
 
None.
     
Market for the common shares
 
There is no public market for the common shares. The price per share is $0.10.
Upon the effectiveness of this registration statement we intend to arrange for a broker dealer to apply on our behalf for quotation on the Over-the Counter Bulletin Board (“OTCBB”). There are no assurances that we can get a broker dealer to apply on our behalf or that our common stock will be approved for quotation on the OTCBB or that, if approved, any meaningful market for our common stock will ever develop.
     
Use of proceeds
 
MBC will receive all proceeds from the sale of the common stock. If all 1,500,000 common shares being offered are sold, the total gross proceeds to the Company would be $150,000. The Company intends to use the proceeds from this offering (all the following values described are our best estimation considering the available data): (1) $5,000 in market research and analysis for distributing sports related organic food; (2) $3,500 in legal and regulatory research; (3) $2,000 in the development of the detailed services concept; (4) $2,500 in the development of the detailed Marketing Plan; (5) $2,500 in suppliers selections and partnership; (6) $8,000 in hiring sports nutritionists' services; (7) $11,000 in website development; (8) $1,500 in Transfer Agent & Printing; (9) $6,000 in legal & accounting; (10) $3,000 in miscellaneous expenses. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $20,000 are being paid for by MBC.
     
Termination of the offering
 
The offering will conclude at the earlier of the sale for all shares or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. MBC may at its discretion extend the offering for an additional 90 days.
     
Terms of the offering
  
The Company’s president and sole Director will sell the common stock upon effectiveness of this registration statement.
 
You should rely only upon the information contained in this prospectus. MBC has not authorized anyone to provide you with information different from that which is contained in this prospectus. The Company is offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained in here is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

 
7

 
 
Summary of Financial Information
 
The following summary financial information for the periods stated summarizes certain information from our financial statements included elsewhere in this prospectus. You should read this information in conjunction with Management's Plan of Operations, the financial statements and the related notes thereto included elsewhere in this prospectus.
 
Balance Sheet
   
As of September 30,
2011
 
Total Assets
  US$
34,433
 
Total Liabilities
  US$
4,738
 
  
  $ (306 )
Stockholder’s Deficit
   
*See balance sheets in the financial statement
 
 
Operating Data
 
October 30, 2011
through November 18,
2011
 
Revenue
  $ 0.00  
Net Loss
  US$
306
 
Net Loss Per Share
  $ 0.00  

As shown in the financial statements accompanying this prospectus, MBC has had no revenues to date and has incurred only losses since its inception. The Company has had no operations and has been issued a “going concern” opinion from their accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.
 
RISK FACTORS
 
Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock.
 
This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
 
The Company considers the following to be the most significant material risks to an investor regarding this offering. MBC should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock.
 
INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT
 
A purchase of the offered shares is highly speculative and involves significant risks. The offered shares should not be purchased by any person who cannot afford the loss of their entire investment. The business objectives of the company are also speculative, and it is possible that we could be unable to satisfy them. The company’s shareholders may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

 
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IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES
 
A market for our common stock may never develop. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the bulletin board, or, if traded, a public market may not materialize. If our common stock is not traded on the bulletin board or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.
 
BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION REGARDING OUR COMPANY, THERE IS A RISK ASSOCIATED WITH INVESTING IN OUR BUSINESS
 
Our auditors have issued a going concern opinion regarding our Company, as we do not have material assets, nor do we have operations or a source of revenue sufficient to cover our operation costs.  The Company has a deficit accumulated since inception (October 13, 2011) through November 18, 2011 of ($306).  The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business operations, or merge with an operating company.  

There is no assurance that the Company will be successful in either situation in order to continue as a going concern. The sole Officer and Director has committed to advancing certain operating costs of the Company.

The ability of the Company to continue is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.  The Company is funding its initial operations by issuing paid for Founder’s shares.   As of November 14, 2011, the Company had issued 3,000,000 Founder’s shares at $0.01 per share for net funds to the Company of $30,000.

We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company.
 
AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR INVESTORS' SUBSCRIPTIONS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT
 
Invested funds for this offering will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection, or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.

 
9

 
 
BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH; AS A RESULT, INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS
 
The offering price and other terms and conditions regarding the company’s shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

The arbitrary offering price of $0.10 per common share as determined herein is substantially higher than the net tangible book value per share of our common stock. Our assets do not substantiate a share price of $0.10. This premium in share price applies to the terms of this offering and does not attempt to reflect any forward looking share price subsequent to the company obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin Board.
 
THE COMPANY’S MANAGEMENT COULD ISSUE ADDITIONAL SHARES, SINCE THE COMPANY HAS 100,000,000 AUTHORIZED SHARES, DILLUTING THE CURRENT SHARE HOLDERS’ EQUITY
 
The company has 100,000,000 authorized shares, of which only 3,000,000 are currently issued and outstanding and only 4,500,000 will be issued and outstanding after this offering terminates. The company’s management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the company’s current shareholders. Additionally, large share issuances would generally have a negative impact on the company’s share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.
 
IN THE EVENT THAT THE COMPANY’S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERLY AFFECT THE PRICE AND LIQUIDITY OF THE COMPANY’S SHARES
 
In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

 
10

 

SINCE OUR COMPANY’S SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS

The Company’s sole Officer and Director, Mr. Vizel, owns 100% of the outstanding shares and will own 67% after this offering is completed. Accordingly, he will have full control in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of Mr. Vizel may still differ from the interests of the other stockholders.

Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the sole Officer and Director, or her successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business abilities of the Company’s management.
 
SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORSEEABLE FUTURE AND AS SUCH OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR INVESTMENT UNLESS THEY SELL THEIR SHARES OF COMMON STOCK
 
We do not anticipate paying dividends on our common stock in the near future, but plan rather to retain earnings, if any, for growth and expansion of our business.  Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.  There is no assurance that stockholders will be able to sell shares when desired.
 
SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY
 
The Company anticipates increases in its operating expenses, without realizing any revenues from its business activities. Within the next 12 months, the Company will have estimated costs of $45,000 and there is no history upon which to base any assumption as to the likelihood that the Company will prove successful. We cannot provide investors with any assurance that our products will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.

THIS OFFERING IS AIMING TO RAISE $150,000 WITH WHICH WE BELIEVE IS THE IDEAL AMOUNT TO START OUR OPERATION UNTIL THE COMPANY BEGINS TO GENERATE REVENUE OR ACQUIRE FINANCING RESOURCES. EVEN IF WE SUCCEED TO RAISE THIS ENTIRE AMOUNT, FAILING TO MANAGE IT PROPERLY OR IF IT IS NOT ENOUGH UNTIL THE COMPANY CAN OPERATE BY ITSELF MAY RESULT IN PERIODIC INTERRUPTIONS OR BUSINESS FAILURE

The amount of $150,000 was estimated (see section “Plan of Operation” on page 41) using our best efforts and information available in order to create the condition to start the operation of the Company. In the case of our estimation fails, we will need to look for more financial resources. If we cannot raise more investments to fund the start of our operation, we may be forced to periodically interrupt our activities or even stop it at all.

 
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Even if all the $150,000 is raised, the success to start our operation will depend on our ability to manage and perform all the planned actions within this budget and the planned time. Considering that Company’s sole Officer and Director does not have specific experience in the distribution of sports health bars market and in managing a company like Marathon Bar, there is a possibility that what was planned cannot be fully accomplished, due to mistakes that may occur due to his specific inexperience. Consequently, it may lead to the need to acquire more investments or even hire better qualified third party consultants. If we cannot raise more funds or hire the required professionals, we may be forced to periodically interrupt our activities or even stop it at all.

For this reason, each prospective purchaser of the offered shares could lose a substantial amount, or all, of his or her investment.
 
IF WE DO NOT OBTAIN ADEQUATE FINANCING, OUR BUSINESS WILL FAIL, RESULTING IN THE COMPLETE LOSS OF YOUR INVESTMENT
 
Because our sole Officer and Director may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plans. Due to the fact that there is no minimum and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment.

Besides, if we are not successful in earning revenues once we have started our sales activities, we may require additional financing to sustain business operations. Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the Company’s ability to attract customers. These factors may have an effect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us.

No assurance can be given that the Company will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and upon its financial conditions.
 
SINCE WE ARE A NEW COMPANY AND LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT
 
We are a development stage company formed recently to carry out the activities described in this prospectus and thus has only a limited operating history upon which an evaluation of its prospects can be made. We were incorporated on October 13, 2011 and to date we have been involved primarily in the creation of our business plan and we have transacted no business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate the company’s planned operating expenses.

The company expects that its results of operations may also fluctuate significantly in the future as a result of a variety of market factors, including, among others, the dominance of other companies offering similar services and products, the entry of new competitors into the organic sports energy bars, our ability to attract, retain and motivate qualified personnel, the initiation, renewal or expiration of our customer base, pricing changes by the company or its competitors, specific economic conditions in the nutritional sports market and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.

 
12

 
 
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN AND SALES STRATEGY MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS AND PARTNERS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS
 
Due to the fact we are small and do not have much capital, we must limit our marketing and sales activities and may not be able to make our portfolio of products and services known to potential customers and partners. Because we will be limiting our marketing and sales activities, we may not be able to attract enough customers and partners to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
 
AS THE COMPANY’S SOLE OFFICER AND DIRECTORHAS OTHER OUTSIDE BUSINESS ACTIVITIES, HE MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR BUSINESS FAILURE
 
Mr. Israel Menaham Vizel, our sole Officer and Director, has other business interests and currently devotes approximately 10-15 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Mr. Vizel, which may result in periodic interruptions or suspensions of our business plan. If the demands of the Company’s business require the full business time of our sole Officer and Director, he is prepared to adjust his timetable to devote more time to the Company’s business. However, he may not be able to devote sufficient time to the management of the Company’s business, which may result in periodic interruptions in implementing the Company’s plans in a timely manner. Such delays could have a significant negative effect on the success of the business.
 
KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS
 
The Company is entirely dependent on the efforts of its sole Officer and Director. His departure or the loss of any other key personnel in the future could have a material adverse effect on the business. There is no guarantee that replacement personnel, if any, will help the Company to operate profitably. The Company does not maintain key person life insurance on its sole Officer and Director.
 
IT MAY BE IMPOSSIBLE TO HIRE ADDITIONAL EXPERIENCED PROFESSIONALS, IF NECESSARY, AND WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS
 
Since our management does not have prior experience in the selling of products and services for organic cookery, we may need to hire additional experienced personnel to assist us with the operations. If we need the additional experienced personnel and we cannot hire them, we could fail in our plan of operations and have to suspend operations or cease them entirely.

Moreover, as planned, we anticipate the need of contracting nutritionists to help us in the development of organic sports energy bars and information concerning the distribution of such products, as our sole Officer and Director has limited experience in this field. If we do not succeed in finding, contracting or retaining skilled nutritionists  and sports enthusiasts, an important part of our business will be affected, which may lead to the suspension of our operation or the cession of it completely.

 
13

 
 
SINCE OUR SOLE OFFICER AND DIRECTOR RESIDES IN ISRAEL, THE COMPANY MAY FACE SOME DIFFICULTIES DEVELOPING ITS IMPORTING BUSINESS
 
Since our management’s residence is in the city of Jerusalem, in Israel, his ability to develop relationships with foreign manufactures of health bars is limited. Due to this fact, all the contact with our possible suppliers and partners will not be in person, that can negatively affect the results of a partnership or business negotiation.  If we cannot establish the proper relationship with our possible suppliers and partners, our business will fail, resulting in the total loss of our shareholders investments.
 
WE MAY NOT BE ABLE TO FIND SUITABLE SUPPLIERS AND CLOSE PARTNERSHIPS REQUIRED FOR OUR BUSINESS TO WORK.
 
An important part of our business concept and of revenue generation will rely on our ability to select and retain organic sports bar suppliers. If we are unable to find suitable suppliers and we do not have the ability to have profitable partnerships with them, our operation would be affected. Therefore, our operation, revenue and financial success could be severely affected, resulting in the suspension of our operation or the cession of it completely.
 
BECAUSE OUR MANAGEMENT IS INEXPERIENCED IN OPERATING A SPORTS NUTRITION DISTRIBUTION NETWORK, OUR BUSINESS PLAN MAY FAIL
 
Our management does not have any specific training in running a business for distributing and  for selling organic energy bars. With no direct training or experience in this area, our management may not be fully aware of many of the specific requirements related to working within this industry. As a result, our management may lack certain skills that are advantageous in managing our company. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry.
 
BECAUSE WE ARE NOT ESTABLIHED, OUR PRODUCTS,  SERVICES AND NAME HAVE LITTLE, IF ANY, NAME RECOGNITION, WE MAY BE PREVENTED FROM GENERATING REVENUES, WHICH WILL REDUCE THE VALUE OF YOUR INVESTMENT 
 
Because we are a new company with new services and products and we have not conducted advertising, there is little or no recognition of our name. As a result, consumers may search services and products other than ours that have brand recognition in the market and we may be unable to generate sufficient revenues to meet our expenses or meet our business plan objectives, which will reduce the value of your investment.
 
THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ADJUSTMENTS ON ITS WEBSITE IN A TIMELY MATTER, WHICH WOULD DIRECTLY AFFECT OUR BUSINESS
 
In the case of any problem on our Website, due to an attack by hackers, viruses or any other factor, it is fundamental to resolve the problem almost immediately, as we are dependent on our website to generate revenue. Because the Company does not have an exclusive technician to detect and deal with any  problem with our website, it may take us some time to realize that a problem exist and after that, it may take long time until we find a capable and available technician to solve our website issue.
 
USE OF PROCEEDS
 
Our offering is being made on a self-underwritten, best-efforts basis: no minimum number of shares must be sold in order for the offering to proceed. We expect to use any proceeds received from the offering for general corporate purposes, including working capital needs set forth in our plan of operation as described below in Management’s Discussion and Analysis or Plan of Operation. The offering scenarios presented are for illustrative purposes only and the actual amount of proceeds, if any, may differ.

 
14

 
 
Our Officers and Directors will not receive any compensation for their efforts in selling our shares. Our management will have broad discretion in the application of the net proceeds of this offering. In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of changes in our business plan. Investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities. We may invest the net proceeds received from this offering temporarily until we use them for general corporate purposes.
 
We do not intend to use the proceeds to acquire assets or finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses.
 
DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by MBC and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.
 
DILUTION

The historical net tangible book value as of November 18, 2011, was $25,195 or $0.0084 per share. Pro forma net tangible book value per share of common stock is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of November 18, 2011, as adjusted to give effect to the receipt of net proceeds from the sale of 1,500,000 shares of common stock for $129,983, which represents net proceeds after deducting estimated offering expenses of $20,017. This represents an immediate increase of $0.0261 per share to existing stockholders and an immediate and substantial dilution of $0.0655 per share, or approximately 65.52%, to new investors purchasing our securities in this offering. Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately following this offering.

The following table sets forth as of November 18, 2011, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in this offering if new investors purchase all of the shares being offered in this offering, before deducting offering expenses payable by us, assuming a purchase price in this offering of $0.10 per share of common stock.
 
   
Shares
       
   
Number
   
Percent
   
Amount
 
Existing Stockholders
    3,000,000       66.67 %   $ 30,000  
New Investors
    1,500,000       33.33 %   $ 150,000  
Total
    4,500,000       100.00 %   $ 180,000  

 
15

 
 
PLAN OF DISTRIBUTION
 
3,000,000 common shares are issued and outstanding as of the date of this prospectus. The Company is registering an additional of 1,500,000 shares of its common stock for possible resale at the price of $0.10 per share.

MBC will receive all proceeds from the sale of those shares. The price per share is fixed at $0.10. Prior to being quoted on the OTCBB, the company may sell its shares in private transactions to individuals. Although our common stock is not quoted on a public exchange, we intend to seek a quote on the Over the Counter Bulletin Board (OTCBB). In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.10 until a market develops for the stock.

We intend to seek a quoting with the OTCBB, if we are unable to get a Broker Dealer to apply to the OTCBB or are unable to receive approval to quote in the OTCBB, we may wish to apply to the Pink Sheets.

The offering will conclude at the earlier of the sale for all shares or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. MBC may at its discretion extend the offering for an additional 90 days. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents.

This is a self-underwritten (“best-efforts”) offering.  This Prospectus is part of a registration statement that permits our sole Officer and Director to sell the shares being offered by the Company directly to the public, with no commission or other remuneration payable to them for any shares they may sell.  There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer.  Our sole Officer and Director will sell the shares and intends to offer them to friends, family members and business acquaintances.  In offering the securities on our behalf, our Officer and Director will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Act of 1934.  The Officer and Director will not register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer.

 
1.
Our sole Officer and Director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation;
 
2.
Our sole Officer and Director will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;
 
3.
Our sole Officer and Director is not, nor will be at the time of his participation in the offering, an associated person of a broker-dealer;
 
4.
Our sole Officer and Director meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or are intended to primarily 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) is not a broker or dealer, or has been an associated person of a broker or dealer, within the preceding twelve months, and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

 
16

 

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

MBC will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).
 
DESCRIPTION OF SECURITIES
 
Common Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share. The holders of our common stock:
 
·          have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;

·         are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·         do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

·          are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.
 
We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose and, in that event, the holders of the remaining shares will not be able to elect any of our Directors. After this offering is completed, our sole Officer and Director will own approximately 67.0% of our outstanding shares.

Cash Dividends

As of the date of this prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings in our business operations.

 
17

 

Stock Transfer Agent

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, MBC will act as its own transfer agent.
 
INTERESTS OF NAMED EXPERTS AND COUNSEL
 
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director, officer, or employee.
 
The financial statements included in this prospectus and the registration statement have been audited by Weinberg & Baer LLC to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement. The financial statements are included in reliance on such report given upon the authority of said firm as experts in auditing and accounting.
 
Jonathan D. Strum, our independent legal counsel, has provided an opinion on the validity of our common stock.
 
DESCRIPTION OF BUSINESS
 
On October 13, 2011, we were incorporated in the State of Delaware and established a fiscal year end of December 31. The objective of this corporation is to distribute organic health bars, including initially in Israel.

Executive Summary

Our Company believes that the search for a healthier life is linked directly an active life and to improvements in our eating habits and how we choose our foods. It seems to be a concern on the mind of many individuals who are also trying to have an active healthy life style, including by participating in sports events such as triathlons and marathons. MBC believes that the concept behind organic energy bars is aligned with healthy lifestyle concerns as they assist athletes in eating naturally grown products.

The market for organic foods is growing year over year, and is a flourishing market. As an example, in the United States, research released in 2008 revealed that consumers are increasingly incorporating organic foods into their lifestyles. “Total household penetration across six product categories has risen from 57 percent in 2006 to 59 percent in 2007 (source: http://www.grabstats.com/statmain.asp?StatID=1176). The research also showed that the number of core users has increased from 16 percent in 2006 to 18 percent in 2007.” Source: http://www.grabstats.com/statmain.asp?StatID=1177.

We intend to create a fully functional website (www.m-bar.co) with updates as to healthy events to occur in Israel and post free organic recipes as a way to attract individuals who also will choose to purchase one of organic health bars. We have secured the web domain and the current website is a template of what we expect to further develop. The website is still under construction.

Therefore we expect to generate revenue by selling our organic health bars:

 
18

 

 
·
at local sporting events,
 
·
through health stores;
 
·
and over our website:

We believe that Marathon Bar will also attract individuals who are seeking a correct and balanced diet for diabetes, losing weight or even athletes who need a help to be on track for their special nutritional and dietary requirements.

We do not plan to manufacture organic food directly, but rather to have as yet unidentified third party suppliers/partners deliver directly to our customers. We plan on establishing a commissioning policy for each supplier/partner. We expect that our suppliers will be able to deliver the products to our clients using their existing structure. If one or all of our suppliers can’t provide delivery service, we would have to hire a third party delivery company and, in this case, we would charge a delivery fee to our clients. In order to keep the delivery cost down, we intend to seek for several clients who live in the same area, so, more deliveries would be made at each time.
 
Market Analysis

According to the website Wikipedia, organic food is the fastest growing sector of the American food marketplace.  We expect that this is a growth industry in the Israeli food marketplace as well.  In the United States, organic food sales have grown by 17 to 20 percent a year for the past few years while sales of conventional food have grown at only about 2 to 3 percent a year.

The Organic Trade Association’s 2010 Organic Industry Survey also reinforces the potential of organic food marketplace:

“Organic product sales in 2009 grew by 5.3 percent overall, to reach $26.6 billion. Of that figure, $24.8 billion represented organic food. The remaining $1.8 billion were sales of organic non-foods. While total U.S. food sales grew by only 1.6 percent in 2009, organic food sales grew by 5.1 percent. Experiencing the most growth, organic fruits and vegetables, which represent 38 percent of total organic food sales, reached nearly $9.5 billion in sales in 2009, up 11.4 percent from 2008 sales. Most notable, organic fruits and vegetables now represent 11.4 percent of all U.S. fruit and vegetable sales.” Source: www.organicnewsroom.com/2010/04/us_organic_product_sales_reach_1.html

“Mass market grocery stores represent the largest single distribution channel, accounting for 38 percent of organic food sales in 2006. This is up from a 35 percent share of total sales in 2005. The natural food channel is still strong. The sales of larger grocery natural food stores combined with smaller independent natural food stores and chains accounts for 44 percent of organic food and beverage sales. Mass merchandisers and club stores, food service, internet/mail order and farmers’ markets represent 8 percent, 4 percent, 2.2 percent, and 2 percent of organic food sales, respectively. Source: http://www.ota.com/definition/quickoverview.html

New research from The Natural Marketing Institute (NMI) released in 2008 reveals that consumers are increasingly incorporating organic into their lifestyles. Total household penetration across six product categories has risen from 57 percent in 2006 to 59 percent in 2007. The research also showed that the number of core users has increased from 16 percent in 2006 to 18 percent in 2007 Source: http://www.grabstats.com/statmain.asp?StatID=1176/ http://www.grabstats.com/statmain.asp?StatID=1177

 
19

 

Management feels that there is a large potential growth in the development of online sales of organic foods, including sports health bars manufactured with organic ingredients. Marathon Bar intends to penetrate this market using a strategy of attracting customers to buy its energy bars by explaining the health and athletic benefits of an organic energy bar. We have no arrangements in place with any of the companies identified as organic food suppliers.

Description of our Product

Our business will be based on the development of the website www.m-bar.co, from which we expect to attract customers who are interested in purchasing organic energy health bars to consume prior, during or after their training or participation in sporting events.

Competitive Advantages

Currently, we are not offering any services or selling any product in our website as we are still in the development stage of our company. We believe that our main advantage will be our services, planned and developed to make organic energy bars, accessible and delicious, or in other words, respecting the taste, and lifestyle requirements of our customers. We expect to have a significant distinction from our competition due to our business model, where we plan to offer different services and products from those available on our competitors’ websites.

Marketing

Since we are initially targeting the market segment of 18 to 50, we believe that in addition to advertising at triathlon, running and other sports events, the internet will play an important marketing vehicle to get Marathon Bar known. Bearing this in mind, our plan consists of:

Facebook (www.facebook.com): by creating a profile for Marathon Bar, we expect to join a community interested in organic energy bars and healthy eating habits. In this way, we can make our business known and attract more potential users to our services.

Twitter (www.twitter.com): by posting information about organic health bars and healthy eating habits, we intend to promote our business and attract more users to our website. Also, by encouraging our users to post opinions and suggestions about our organic energy bars we expect to raise interest to our business

Also we plan to advertise on the website products and services related to weekend sports events and healthy eating habits and to participate in expositions and forums.

Intellectual Property

We intend, in due course, subject to legal advice, to apply for trademark protection and/or copyright protection in Israel and other jurisdictions. We intend to aggressively assert our rights trademark and copyright laws to protect our intellectual property, including product design, product research and concepts and recognized trademarks. These rights are protected through the acquisition of trademark registrations, the maintenance of copyrights, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

While there can be no assurance that registered trademarks and copyrights will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our Company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

 
20

 
 
Regulatory Matters

We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations. However, we still need to verify certifications and possible government approvals needed to execute our business. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

Employees and Employment Agreements

As the date of this prospectus, MBC has no permanent staff other than its sole Officer and Director, Mr. Zivel, who is the President, CEO and Chairman of the Company. Mr. Zivel is employed elsewhere and has the flexibility to work on MBC up to 15 hours per week. He is prepared to devote more time to our operations as may be required. He is not being paid at present.

There are no employment agreements in existence. The Company presently does not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt plans in the future. Management does not plan to hire additional employees at this time. Our sole Officer and Director will be responsible for the initial servicing. When the Company raises enough funds and resumes the work on its current Internet website template (www.m-bar.cm), it will hire an independent consultant for the further development and finalization of the site. The Company also intends to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.

Environmental Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.
 
AVAILABLE INFORMATION
 
We are not yet subject to the reporting requirements of the Securities Exchange Act of 1934. We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our Company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
 
We will comply with the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E, WashingtonD.C.20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.

 
21

 
 
Reports to security holders

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 13 (a) or 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC’s Public Reference Room or visiting the SEC’s Internet website (see “Available Information” above).
 
LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.
 
FINANCIAL STATEMENTS
 
Our fiscal year end is December 31. We will provide audited financial statements to our stockholders on an annual basis; as prepared by an Independent Certified Public Accountant.
 
 
22

 
 
MARATHON BAR CORP.
(A DEVELOPMENT STAGE COMPANY)
 
INDEX TO FINANCIAL STATEMENTS
NOVEMBER 18, 2011
 
Report of Registered Independent Auditors
 
F-2
     
Financial Statements-
   
     
Balance Sheet as of November 18, 2011
 
F-3
     
Statements of Operations Cumulative from Inception through November 18, 2011
 
 F-4
 
   
Statement of Stockholders’ Equity for the Period from Inception through November 18, 2011
 
F-5
     
Statements of Cash Flows Cumulative from Inception through November 18, 2011
 
F-6
     
Notes to Financial Statements
 
F-7
 
 
F-1

 
 
REPORT OF REGISTERED INDEPENDENT AUDITORS
 
To the Board of Directors and Stockholders
of  Marathon Bar Corp.:

We have audited the accompanying balance sheets of Marathon Bar Corp. (a Delaware corporation in the development stage) as of November 18, 2011 and the related statements of operations, stockholders’ equity, and cash flows for the period from inception (October 13, 2011) through November 18, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Marathon Bar Corp. as of November 18, 2011 and the results of its operations and its cash flows from inception (October 13, 2011) through November 18, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of November 18, 2011, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

/s/ Weinberg & Baer LLC

Weinberg & Baer LLC
Baltimore, Maryland
November 21, 2011
 
 
F-2

 
 
MARATHON BAR CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF NOVEMBER 18, 2011

   
As of
 
   
November 18,
 
   
2011
 
       
ASSETS
     
Current Assets:
     
Cash or cash equivalents
  $ 29,933  
Deferred offering costs
    4,500  
Total current assets
    34,433  
         
Total Assets
  $ 34,433  
         
LIABILITIES AND STOCKHOLDERS' EQUITY
       
         
Current Liabilities:
       
Accounts payable and accrued expenses
  $ 4,500  
Due to shareholders
    238  
Total Current Liabilities
    4,738  
         
Commitments and Contingencies
    -  
         
Stockholders' Equity (Deficit):
       
Common stock, par value $0.0001 per share, 100,000,000 shares authorized; 3,000,000 shares issued and outstanding
    300  
Additional paid-in capital
    29,700  
(Deficit) accumulated during development stage
    (306 )
         
Total stockholders' equity (deficit)
    29,695  
         
Total Liabilities and Stockholders' Equity
  $ 34,433  

The accompanying notes to financial statements are
an integral part of these statements.
 
 
F-3

 
 
MARATHON BAR CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
CUMULATIVE FROM INCEPTION (OCTOBER 13, 2011)
THROUGH NOVEMBER 18, 2011

   
October 13, 2011
   
Cumulative
 
   
Through
   
From
 
   
November 18, 2011
   
Inception
 
             
Revenues
  $ -     $ -  
                 
Expenses:
               
General and administrative -
               
Professional fees
    238       238  
Other
    68       68  
                 
Total general and administrative expenses
    306       306  
      -       -  
(Loss) from Operations
    (306 )     (306 )
                 
Provision for income taxes
    -       -  
                 
Net (Loss)
  $ (306 )   $ (306 )
                 
(Loss) Per Common Share:
               
(Loss) per common share - Basic and Diluted
  $ (0.00 )        
                 
Weighted Average Number of Common Shares Outstanding - Basic and Diluted
    405,405          

The accompanying notes to financial statements are
an integral part of these statements.
 
 
F-4

 
 
MARATHON BAR CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (OCTOBER 13, 2011)
THROUGH NOVEMBER 18, 2011

                           
(Deficit)
       
                           
Accumulated
       
               
Stock
   
Additional
   
During the
       
   
Common stock
   
Subscriptions
   
Paid-in
   
Development
       
Description   
 
Shares
   
Amount
   
Receivable
   
Capital
   
Stage
   
Totals
 
                                     
Balance - at inception
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Common stock issued for cash ($0.01/share)
    3,000,000       300       -       29,700       -       30,000  
                                                 
Net (loss) for the period
    -       -       -       -       (306 )     (306 )
                                                 
Balance -November 18, 2011
    3,000,000       300       -       29,700       (306 )     29,695  

The accompanying notes to financial statements are
an integral part of these statements.
 
 
F-5

 
 
MARATHON BAR CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
CUMULATIVE FROM INCEPTION (OCTOBER 13, 2011)
THROUGH NOVEMBER 18, 2011

   
October 13, 2011
   
Cumulative
 
   
Through
   
From
 
   
November 18, 2011
   
Inception
 
             
Operating Activities:
           
Net (loss)
  $ (306 )   $ (306 )
Adjustments to reconcile net (loss) to net cash provided by operating activities:
               
Deferred offering costs
    (4,500 )     (4,500 )
Accounts payable and accrued liabilities
    4,500       4,500  
                 
Net Cash Used in Operating Activities
    (306 )     (306 )
                 
Investing Activities:
               
Cash provided by investing activities
    -       -  
                 
Net Cash Provided by Investing Activities
    -       -  
                 
Financing Activities:
               
Due to shareholders
    238       238  
Proceeds from common stock
    30,000       30,000  
                 
Net Cash Provided by Financing Activities
    30,238       30,238  
                 
Net (Decrease) Increase in Cash
    29,933       29,933  
                 
Cash - Beginning of Period
    -       -  
                 
Cash - End of Period
  $ 29,933     $ 29,933  
                 
Supplemental Disclosure of Cash Flow Information:
               
Cash paid during the period for:
               
Interest
  $ -     $ -  
Income taxes
  $ -     $ -  

The accompanying notes to financial statements are an integral part of these statements.
 
 
F-6

 
 
MARATHON BAR CORP. (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
 
1. Summary of Significant Accounting Policies
 
Basis of Presentation and Organization

Marathon Bar Corp. (the “Company”) is in the development stage, and has limited operations. The Company was incorporated under the laws of the State of Delaware on October 13, 2011. The business plan of the Company is to become a leading importer of healthy energy snack bars. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended November 18, 2011.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
 
 
F-7

 
 
Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of November 18, 2011 the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Lease Obligations

All non cancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of November 18, 2011 and cumulative expenses from inception. Actual results could differ from those estimates made by management.

Fiscal Year End

The Company has adopted a fiscal year end of December 31.

2. Development Stage Activities and Going Concern

The Company is currently in the development stage, and has limited operations. The business plan of the Company is to become a leading importer of healthy energy snack bars.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of November 18, 2011 the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
 
 
F-8

 
 
3. Common Stock

On November 14, 2011, the Company issued 3,000,000 shares of common stock to the director of the Company at a price of $0.01 per share, for a $30,000 subscription receivable. Payment of the subscription was received by November 18, 2011.

The Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 1,500,000 shares of newly issued common stock at an offering price of $0.10 per share for proceeds of up to $150,000. As of November 18, 2011, the Company accrued $4,500 of audit deferred offering costs related to this capital formation activity.

4. Income Taxes

The provision (benefit) for income taxes for the period ended November 18, 2011 was as follows (assuming a 15% effective tax rate):
 
   
2011
 
       
Current Tax Provision:
     
Federal-
     
Taxable income
  $ -  
         
Total current tax provision
  $ -  
         
Deferred Tax Provision:
       
Federal-
       
Loss carryforwards
  $ 46  
Change in valuation allowance
    (46 )
         
Total deferred tax provision
  $ -  

The Company had deferred income tax assets as of November 18, 2011 as follows:
 
   
2011
 
       
Loss carryforwards
  $ 46  
Less - Valuation allowance
    (46 )
         
Total net deferred tax assets
  $ -  

The Company provided a valuation allowance equal to the deferred income tax assets for period ended November 18, 2011 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of November 18, 2011, the Company had approximately $306 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2031.

The Company did not identify any material uncertain tax positions on tax returns that were or will be filed.  The Company did not recognize any interest or penalties for unrecognized tax benefits.

The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.
 
 
F-9

 
 
5.  Related Party Loans and Transactions
 
On November 14, 2011, the Company issued 3,000,000 shares of common stock to the director and officer of the Company at a price of $0.01 per share, for a $30,000 subscription receivable.

As of November 18, 2011, loans from related parties amounted to $238 and represented working capital advances from a Director who are also a stockholder of the Company. The loans are unsecured, non-interest bearing, and due on demand. 

The Company's director provides rent-free office space to the Company.

6.  Recent Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.
 
In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.
 
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries.  None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.

7.  Subsequent Events
 
Subsequent events have been evaluated through November 21, 2011, which is the date these financial statements were available to be issued.
 
 
F-10

 

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

This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

As long as we succeed to raise the funds required to start our operation, we plan to develop its initial activities in 12 months, after the termination of this offering, as shown in the following tables, which presents the planned activities, duration and investments. If we do not raise enough cash through this offering, the following plan of operation below will take effect after we raise enough funds to do so.

As of the date of this prospectus, we have not yet implemented our business plan; we have only secured the web domain (www.m-bar.co) and created a template of our to-be finalized website.

Our business development is planned to start with market research and analysis for organic sports health bars, during the first 3 months, legal and regulatory research during  the 2nd and 3rd months, development of the detailed services concept and development of the detailed market plan, during the following months until 6 months following the completion of our capital raise; suppliers selection and partnership agreements for 6 months following the completion of our capital raise; and in the three months following our capital raise the final development of our website, planned to be completed within 12th month following our capital raise, when we expect to be fully functional.

Our plans would be curtailed under offering scenarios less than 100%, all our anticipated costs are shown on the tables below under possible results of the sale of our shares (if 100%, or 50% of the offered shares are sold).

The tables below represents our plan of operation using the net proceeds (gross proceeds less offering costs) under the 50% and 100% offering scenarios.
 
 
23

 
 
 
Plan of Operation if
100% of shares are
sold
                             
 
Activities
 
Ist
Quarter
   
2nd
Quarter
   
3rd
Quarter
   
4th
Quarter
   
Total
 
1
Market Research and Analysis for Energy Bars
    2,500       2,500       2,500       2,500       10,000  
2
Legal and Regulatory research
            10,000                       10,000  
3
Development of the detailed services concept
                    10,000       10,000       20,000  
4
Suppliers selections and partnership
                    5,000               5,000  
5
Website final development
                    10,000       5,000       15,000  
6
Back office
    5,000       5,000       5,000       5,000       20,000  
 
Total
    7,500       17,500       32,500       22,500       75,000  

 
Plan of Operation if
50% of shares are
sold
                             
 
Activities
 
Ist
Quarter
   
2nd
Quarter
   
3rd
Quarter
   
4th
Quarter
   
Total
 
1
Market Research and Analysis for Energy Bars
    2,500       2,500       2,500       2,500       10,000  
2
Legal and Regulatory research
            10,000                       10,000  
3
Development of the detailed services concept
                    10,000       10,000       10,000  
4
Suppliers selections and partnership
                    5,000               5,000  
5
Website final development
                    10,000       5,000       15,000  
6
Back office
    5,000       5,000       5,000       5,000       10,000  
 
Total
    7,500       17,500       32,500       22,500       55,000  

 
24

 
 
1.
Market Research and Analysis for Organic Energy Bars

 
·
Better understand the organic food market by finding research related to it, such as the Market Information and Industry Research -. Estimated cost: $2,500

 
·
Analysis of organic food market and energy health bar market

 
·
Analysis of what is needed and expected by our target market

2.
Legal and regulatory research

 
·
Verify legal and regulation requirements related to offering organic recipes services

 
·
Verify certifications and possible government approvals needed to execute our business.

3.
Development of the detailed services concept

 
·
According to the results from market research and analysis, refine and detail the concept of MBC health bars

4.
Development of the detailed Marketing Plan

 
·
Study and define the best strategy to use Facebook, Twitter, You Tube and internet search engines to promote and attract our target market

 
·
Select website, expositions and forums to define our participation and the budget needed

5.
Suppliers selections and partnership

 
·
Select possible organic food suppliers

 
·
Establish partnership and commissioning policy

6.
Website development

 
·
Contract web designing services to finish our ‘under construction’ website

 
·
Develop the Marathon Bar website template according to what was specified in the development of the detailed services concept phase

We expect to generate revenue from the sale of our sports energy bars.  To be successful, our company needs to accomplish the steps described above, in order to have a better understanding of the Market and then establish our Marketing strategies. Our company believes that the success of our business relies on the proper execution of the above described plan of operation.

 
25

 
 
We do not plan to manufacture our product but rather to have as yet unidentified third party suppliers/partners provide us with the energy bars under our MBC trade name and according to our business model. We expected that our product shall be sourced from multiple suppliers/partners, which would allow us to possibly always have a supplier nearby our clients, resulting in faster delivery and fresher ingredients. We plan on establishing a commissioning policy for each supplier/partner. We expect that our suppliers will be able to deliver the products to our clients using their existing structure. If one or all of our suppliers can’t provide delivery service, we would have to hire a third party delivery company and, in this case, we would charge a delivery fee to our clients. In order to keep the delivery cost down, we intend to seek for several clients who live in the same area, so, more deliveries would be made at each time.
 
Results of Operations
 
For the period from inception through November 18, 2011, we had no revenue. Expenses for the period totaled $4,806 resulting in a Net loss of $306. The majority of expenses are associated with the filing of the Company’s S-1, including auditing and legal fees.
 
Capital Resources and Liquidity
 
As of November 18, 2011 we had $29,933 in cash, with liabilities of $4,738, costs mostly associated with the filing of this prospectus.  

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. We believe that 50% of the amount of the offering would likely allow us to maintain our reporting status for 12 months once this registration becomes effective. Raising 50% of our target would not allow the Company to complete a basic website capable of generation revenues and the Company would have to seek additional capital through debt or equity in order to create a website capable of generating revenue.  The Company believes if it can raise at least 60% or more of its financing goals under this prospectus it will be able to build a website capable of generating revenues.     

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

We are exclusively dependent upon the success of the anticipated offering described herein. Therefore, the failure thereof would result in need to seek capital from other resources such as debt financing, which may not even be available to the Company. However, if such financing were available, because we are a development stage Company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing.  If the Company cannot raise additional proceeds via a private placement of its common stock or secure debt financing, it would be required to cease business operations. As a result, investors would lose all of their investment.

 
26

 

We do not anticipate researching any further products or services other than the ones described on this prospectus nor the purchase of any significant equipment. The health bars to be sold shall be provided by our suppliers and partners. Our company believes that, due to the fact that we have not implemented our business plan and have not generated any revenues yet, it is important to keep the focus on our business plan before starting researching for new products and services, depending on the results of our plan of operation We also do not expect any significant additions to the number of employees, as the company intends to hire third party consultants when necessary.

As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The Company’s sole Officer and Director, Mr. Israel Menahem Vizel, has indicated at this time that he may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

Should the Company fail to raise capital through this offering and Mr. Vizel is unwilling or unable to loan the Company funds to proceed with its plans the Company will have to cease all business activities until such time further funds are raised.  As the Company does not currently have enough cash to fund its business plan and may not have enough to pay all of its liabilities; if the Company is unable to raise funds from this offering it may be able to issue restricted common shares to its creditors to satisfy their debts. The Company would only offer its creditors shares to settle debt if unable to raise equity financing. The Company would not settle any related debt with this type of share offering.  The Company’s current debts are to its auditor and printer. There is no assurance that any of the Company’s creditors would accept restricted shares from the company in exchange for its debt.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND
FINANCIAL DISCLOSURE
 
There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
 
DIRECTORS AND EXECUTIVE OFFICERS

Identification of Directors and executive Officers

Our sole Director serves until his successor is elected and qualified. Our sole Officer is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The Company’s current Audit Committee consists of our sole Officer and Director.

 
27

 

The name, address, age and position of our present sole Officer and Director is set forth below:

Name
 
Age
 
Position(s)
Israel Menahem Vizel
 
33
 
President, Secretary/ Treasurer, Chief Financial
Officer, Chief Executive Officer and Chairman of
the Board of Directors.

The person named above has held his offices/positions since inception of our Company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.

Business Experience

From 2008 to present, Mr. Vizel is the chief operating officer of Shotnshtein in Jerusalem Israel a technical college.

Conflicts of Interest

At the present time, the Company does not foresee any direct conflict between Mr.Vizel other business interests and his involvement in MBC.

EXECUTIVE COMPENSATION

MBC has made no provisions for paying cash or non-cash compensation to its sole Officer and Director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception October 13, 2011 through November 25, 2011.

SUMMARY COMPENSATION TABLE
 
Name
and
principal
position
 
Year
 
Salary
($)
   
Bonus
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Nonqualified
Deferred
Compensation
Earnings ($)
   
All Other
Compensation
($)
   
Total
($)
 
                                                     
Israel
Menahem
Vizel
 
2011
    0       0       0       0       0       0       0       0  
President
                                                                   

 
28

 
 
We did not pay any salaries in 2011. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole Officer and Director other than as described herein.
  
Outstanding Equity Awards at Fiscal Year-End
 
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of November 25, 2011.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
OPTION AWARDS
   
STOCK AWARDS
 
Name
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
   
Option
Exercise
Price
($)
   
Option
Expiration
Date
   
Number
of
Shares
or Units
of
Stock
That
Have
Not
Vested
(#)
   
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
   
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
   
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
 
                                                       
Israel
Menahem
Vizel
    -       -       -       -       -       -       -       -       -  
 
There were no grants of stock options since inception to the date of this Prospectus.

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

The Board of Directors of MBC has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future.

Stock Awards Plan

The Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.

Director Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our Directors for all services rendered in all capacities to us for the period from inception (10/13/2011) through November 25, 2011.

 
29

 


DIRECTOR COMPENSATION
 
Name
 
Fees Earned
or
Paid in
Cash
($)
   
Stock
Awards
($)
   
 
Option
Awards
($)
   
Non-Equity
Incentive
Plan
Compensation
($)
   
Non-Qualified
Deferred
Compensation
Earnings
($)
   
All
Other
Compensation
($)
   
Total
($)
 
Israel
Menahem
Vizel
    0       0       0       0       0       0       0  

At this time, MBC has not entered into any employment agreements with its sole Officer and Director. If there is sufficient cash flow available from our future operations, the Company may enter into employment agreements with our sole Officer and Director or future key staff members.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole Officer and Director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what this ownership will be assuming completion of the sale of all or partial shares in this offering. The stockholder listed below has direct ownership of her shares and possesses sole voting and dispositive power with respect to the shares.

Title of
Class
 
Name and
Address of
Beneficial
Owner [1]
 
Amount and
Nature of
Beneficial
Ownership
   
Percent of
Class
   
Percentage of
Ownership
Assuming all
of the Shares
are Sold
 
                       
Common Stock
 
Israel Menahem Vizel,
c/o 427 N Tatnall St.#32607
Wilmington, DE 19801-2230
    3,000,000       100 %     67 %
                             
   
All Officers and Directors as a Group (1 person)
    3,000,000       100 %     67 %

 
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[1] The person named above may be deemed to be a “parent” and “promoter” of our Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Israel MenahemVizel is the only “promoter” of our Company.

Our sole Officer and Director will continue to own the majority of our common stock after the offering, regardless of the number of shares sold. Since he will continue control the Company after the offering, investors will be unable to change the course of the operations. Thus, the shares we are offering lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. None of our common stock is subject to outstanding options, warrants, or securities convertible into common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On November __, 2011, we issued a total of 3,000,000 shares of common stock to Mr. Israel Menahem Vizel, our sole Officer and Director, for total cash consideration of $30,000. The Company believes that this issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Under our Bylaws, we may indemnify an officer or Director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the Officer or Director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or Director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware.

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

 
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Part II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Independently of whether or not all shares are sold, the estimated expenses of the offering, all of which are to be paid by the Company, are as follows:
 
       
Legal and Accounting
  $ 18,500.00  
SEC Filing Fee
  $ 17.40  
Printing & Transfer Agent
  $ 1,500.00  
         
TOTAL
  $ 20,010.00  

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our certificate of incorporation and Bylaws provide that we will indemnify an officer, Director, or former officer or Director, to the full extent permitted by law. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our Directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

RECENT SALES OF UNREGISTERED SECURITIES

MBC is authorized to issue up to 100,000,000 shares of common stock with a par value of $0.0001.The Company is not listed for trading on any securities exchange in the United States and there has been no active market in the United States or elsewhere for the common shares.

The 3,000,000 shares sold to our sole officer and Director were offered and sold in reliance on the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.

During the current year, the Company has sold the following securities which were not registered under the Securities Act of 1933, as amended:

We have issued 3,000,000 common shares to our sole officer and Director for total of $30,000 received on November 14, 2011, or $0.01 per share.

The shares were offered and sold in reliance on the exemption from registration afforded by Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of 1933, as amended.

 
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We have spent a portion of the above proceeds to pay for costs associated with this prospectus and expect the balance of the proceeds to be mainly applied to further costs of this prospectus and administrative costs.

 
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We shall report the use of proceeds on our first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after the effective date of this Registration Statement and thereafter on each of our subsequent periodic reports through the later of disclosure of the application of all the offering proceeds, or disclosure of the termination of this offering.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit No.
 
Document Description
3(i)
 
Articles of Incorporation
3(ii)
 
By-laws
5(i)
 
Opinion re legality
23(i)
  
Consent of experts and counsel
 
Description of Exhibits

Exhibit 3(i)  Certificate of Incorporation of Marathon Bar Corp., dated October 13, 2011.

Exhibit 3(ii)  Bylaws of Marathon Bar Corp.

Exhibit 5(i)  Opinion of Jonathan S. Strum, dated November 28, 2011, regarding the legality of the securities being registered.

Exhibit 23(i)  Consent of Weinberg and Baer LLC, dated November 28, 2011.

UNDERTAKINGS
 
The undersigned registrant hereby undertakes:
 
(a)(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
i.         To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
ii.        To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

 
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iii.       To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
Provided however, that:
 
A.   Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 15 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and
 
B.   Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
2.    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
3.    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
4.    If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
 
5.    That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
i.         If the registrant is relying on Rule 430B:
 
A.   Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 
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B.   Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
 
ii.        If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
6.    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
i.         Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
ii.        Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
iii.       The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
iv.       Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our Director, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
 
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our Director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our Director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

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

 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Jerusalem, State of Israel, on this 30th day of November 2011.

 
Marathon Bar, Inc.
   
 
/s/ Israel MenahemVizel
 
Israel Menahem Vizel
 
President and Director
 
Principal Executive Officer
 
Principal Financial Officer
 
Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 
/s/ Israel Menahem Vizel
 
Israel Menahem Vizel
 
President and Director
 
Principal Executive Officer
 
Principal Financial Officer
 
Principal Accounting Officer
 
November 30, 2011

 
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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "MARATHON BAR CORP. ", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF OCTOBER, A.D. 2011, AT 3:36 O'CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

 
 
 
 
Jeffrey W. Bullock, Secretary of State
5051588    8100  
AUTHENTICATION:    9093385      
  
111099199
 
 
DATE:    10-14-11      
You may verify this certificate online
at corp. delaware.gov/authver.shtml
   
  
 
PAGE 1

 
 
State of Delaware
 
Secretary of State
 
Division of Corporations
 
Delivered 03:42 PM 10/13/2011
 
FILED 03:36 PM 10/13/2011
 
SRV 111099199 - 5051588 FILE

STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION

FIRST: The name of this Corporation is Marathon Bar Corp.
(hereinafter the "Corporation")
 
SECOND: Its Registered Office in the State of Delaware is to be located at 113 Barksdale Professional Center in the City of Newark, County of New Castle. The zip code is 19711. The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is Delaware Intercorp, Inc.
 
THIRD: The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on, are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
 
FOURTH: The total number of shares of stock that the corporation shall have authority to issue is 100,000,000 shares of Common Stock at $0.0001 par value each.
 
FIFTH: The name and mailing address of the incorporator are as follows:
 
Name:
Delaware Intercorp, Inc.
 
Mailing Address:
113 Barksdale Professional Center, Newark, DE19711
 
SIXTH: The directors of the corporation are not liable to either the corporation or its stockholders for monetary damages for a breach of fiduciary duties unless the breach involves: a) a director's duty of loyalty to the corporation or its stockholders; b) intentional misconduct or violation of law; c) a transaction from which the director derived an improper personal benefit; or d) liability for unlawful payments of dividends or unlawful stock purchases or redemption by the corporation.
 
I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this Thirteenth day of October, 2011.
Incorporator:
Delaware Intercorp, Inc. by
 
Robin Goldberg, Secretary
 
 
PAGE 2

 

 
MARATHON BAR CORP.
* * * * *

BY-LAWS

* * * * *
A Delaware Corporation

ARTICLE I

OFFICES

Section 1

The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation.

Section 2

The corporation may also have offices at such other places both within and without the state of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1

All meetings of shareholders for the election of directors shall be held at such time and at such place, either within or without the State of Delaware, as may be fixed from time to time by the Board of Directors.  The  Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Article IV, Section 6 of these Bylaws.  Unless directors are elected by written consent in lieu of an annual meeting as permitted by Article IV, Section 5 of these Bylaws, an annual meeting of the stockholders for the election of the directors shall be held on a date and a time as shall be designated by the Board of Directors and stated in the notice of the meeting.  Any other proper business may be transacted at the annual meeting.
 
 
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Section 2

Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 3

The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party to prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1

Special meetings of shareholders may be held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2

Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman or the president or vice president(if any) or secretary at the request in writing of the majority of the members of the Board of Directors or holders of a majority of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called by the stockholders absent such request.  Any such request shall state the purpose or purposes of the proposed meeting.

Section 3

Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by, or at the direction of, the chairman or the president or vice president, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting.

 
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Section 4

The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

Section 5
After fixing a record date for a meeting, the officer who has charge of the stock ledger of the Corporation, shall prepare an alphabetical list of the names of all its shareholders entitled to notice of the meeting, arranged by voting group with the address of and the number, class, and series, if any, of shares held by each shareholder.  The stock ledger shall be the only evidence as to who are the shareholders entitled to examine the stock ledger, the list required by Section 219 of the Delaware General Corporation Law or the books of the Corporation, or to vote in person or by proxy at any shareholders’ meeting.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1

The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than 30 day, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 3 of Article III.

Section 2
If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation.

 
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Section 3
Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4
The Board of Directors in advance of any shareholders' meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and, on the request of any shareholder entitled to vote there-at, shall appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 5
Unless otherwise provided in the certificate of incorporation, any action required to be taken at an annual meeting or special meeting of the stockholders of the corporation, or any action which may be taken at any annual meeting or special meeting, may be taken without a meeting, without prior notice and without a vote,  if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware, to its principal place of business, or to an officer or agent of the corporation having custody of the book in which proceedings of meetings are recorded.

Section 6
Unless otherwise restricted in the certificate of incorporation or these Bylaws, the Board of Directors may in its sole discretion permit stockholders to participate in meetings of stockholders by means of remote communication and shall be deemed present in person and permitted to vote at such meeting, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present in person and permitted to vote at such meeting by means of remote communication is a stockholder, (ii) the corporation shall implement reasonable measures to provide such stockholders a reasonable opportunity to participate in such meeting and to vote on matters submitted to the stockholders, and (iii) if any stockholder votes or takes action at such meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

 
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ARTICLE V

 
DIRECTORS

Section 1
The first Board of Directors and all subsequent Boards of the Corporation shall consist of at least one person, unless and until otherwise determined by vote of a majority of the entire Board of Directors. Directors shall be at least eighteen years of age and need not be residents of the State of Delaware nor shareholders of the corporation. The directors, other than the first Board of Directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first Board of Directors shall hold office until the first annual meeting of shareholders.

Section 2
Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting called for that purpose. If elected by cumulative voting, a director may be removed only by the shareholders and then only when the votes cast against his removal would not be sufficient to elect him if voted cumulatively at an election at which the same total number of votes were cast and the entire Board or the entire class of directors of which he is a member were then being elected. If the director being removed was elected by the holders of the shares of any class or series he cannot be removed by the directors and may be removed only by the applicable vote of the holders of shares of that class or series, voting as a class.

Section 3
Unless otherwise provided in the certificate of incorporation, newly created directorships resulting from an increase in the Board of Directors and all vacancies occurring in the Board of Directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of a majority of the Board of Directors, however, if the number of directors then in office is less than a quorum then such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall hold office until the next meeting of shareholders at which election of directors is the regular order of business, and until his successor shall have been elected and qualified. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

 
5

 
 
Section 4
The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 5
The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1
Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

Section 2
The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.  In the event that such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 3
Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the Board.
 
Section 4
Special meetings of the Board of Directors may be called by the chairman or the president on one (1) days notice to each director personally or by mail, or on two (2)days notice to each director by telegram, telefax, telecopier or telephone; special meetings shall be called by the chairman, the president or secretary in like manner and on like notice on the written request of two directors.
 
 
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Section 5
Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 6
A majority of the directors shall constitute a quorum for the
transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7
Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 8
Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, may participate in a meeting of the Board of Directors or any committee by means of conference telephone or any other communications equipment by means of which all persons participating in a meeting can hear each other and such participation in a meeting shall constitute presence in person at the meeting.

 
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ARTICLE VII

 
EXECUTIVE COMMITTEE

Section 1
The Board of Directors, by resolution adopted by a majority of the entire board, may designate, from among its members, one or more committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law.

Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the board when required.

 
ARTICLE VIII

 
NOTICES

Section 1
Whenever, under the provisions of the statutes or of the certificate of incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by electronic transmission when such director or stockholder has consented to the delivery of notice in such form or in writing by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice given by electronic transmission shall be deemed given: (a if by facsimile telecommunication, when directed to the number at which a stockholder or director has consented to receive notice; (by) if by electronic mail, when  directed to an electronic mail address at which a stockholder or director has consented to receive notice to directors may also be given by telegram, telefax, telecopier or telephone.

Section 2
Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 
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ARTICLE IX

 
OFFICERS

Section 1
The officers of the corporation shall be chosen by the Board of Directors and shall be a president, a secretary and a treasurer. The Board of Directors in its discretion may also elect a Chairman of the board of directors. The Board of Directors may also choose one or more vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2
The Board of Directors at its first meeting after each annual meeting of shareholders shall choose a president, a secretary and a treasurer, none of whom need be a member of the board. Any two or more offices may be held by the same person, except the offices of president and secretary. Notwithstanding the above, when all the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

Section 3
The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4
The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 5
The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

CHAIRMAN OF THE BOARD OF DIRECTORS

Section 6
The Chairman of the Board of Directors shall be a director and shall preside at all meetings of the Board of Directors at which he shall be present, and shall have such power and perform such duties as may from time to time be assigned to him by the Board of Directors.

 
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THE PRESIDENT

Section 7
The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board of Directors, the Board of Directors shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. He shall have the power to call special meetings of the stockholders or of the Board of Directors or of the Executive Committee at any time.

Section 8
The President shall execute bonds, mortgages and other contracts, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 9
The vice-president or, if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 10
The secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be.
 
 
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Section 11
The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 12
The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

Section 13
He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 14
If required by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 15
The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
 
 
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ARTICLE X

CERTIFICATES FOR SHARES

Section 1
The shares of the corporation shall be represented by certificates signed by the chairman or vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation. When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series.

Section 2
The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

LOST CERTIFICATES

Section 3
The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4
Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 
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FIXING RECORD DATE

Section 5
For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than sixty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6
The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

LIST OF SHAREHOLDERS

Section 7
A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.
 
 
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ARTICLE XI

 
GENERAL PROVISIONS

DIVIDENDS

Section 1
Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation's bonds or its property, including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation.

 
Section 2
Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3
All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

Section 4
The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
 
 
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ARTICLE XII
INDEMNIFICATION

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1
The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware as the same now exists or may hereafter be amended, indemnify any person against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding in which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was a director or officer of the corporation.  For purposes of this Section 1, a "director" or "officer" of the corporation shall mean any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

The corporation shall be required to indemnify a director or officer in connection with an action, suit, or proceeding (or part thereof) initiated by such director or officer only if the initiation of such action, suit, or proceeding (or part thereof) by the director or officer was authorized by the Board of Directors of the corporation.
  
The corporation shall pay the expenses (including attorney's fees) incurred by a director or officer of the corporation entitled to indemnification hereunder in defending any action, suit or proceeding referred to in this Section 1 in advance of its final disposition; provided, however, that payment of expenses incurred by a director or officer of the corporation in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should ultimately be determined that the director of officer is not entitled to be indemnified under this Section 1 or otherwise.

The rights conferred on any person by this Article shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the corporation's Certificate of Incorporation, these Bylaws, agreement, vote of the stockholders or disinterested directors or otherwise.

Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
 
 
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INDEMNIFICATION OF OTHERS
  
Section 2
The corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware as the same now exists or may hereafter be amended, to indemnify any person (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding, in which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was an employee or agent of the corporation.  For purposes of this Section 2, an "employee" or "agent" of the corporation (other than a director or officer) shall mean any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

INSURANCE

Section 3
The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware.
ARTICLE XIII

AMENDMENTS
 
These by-laws may be amended or repealed or new by laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the vote of the holders of shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.
 
 
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ARTICLE XIII

 
No contract or transaction shall be void or void-able if such contract or transaction is between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or Officers, are Directors or Officers, or have a financial interest, when such Director or Officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction or his/her votes are counted for such purpose, if:

 
(a)
the material facts as to his/her relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

 
(b)
the material facts as to his/her relationship or relationships or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

 
(c)
the contract or transaction is fair as to the Corporation as of the time its is authorized, approved or ratified, by the board of directors, a committee or the shareholders.  Such interested directors may be counted when determining the presence of a quorum at the board of directors or committee meeting authorizing the contract or transaction.
 
Dated: November 7, 2011

 
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CERTIFICATE OF SECRETARY
OF
Marathon Bar Corp.
 
The undersigned certifies:

1           That the undersigned is the duly elected and acting Secretary of Marathon Bar Corp., a Delaware Corporation (the "Corporation"); and

2           That the foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by the Board of Directors of the Corporation on November 7, 2011.
  
3           IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation as of November 7, 2011.
 
   
 
Shlomit Yaron,
   
 
Secretary
 
 
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LAW OFFICES OF JONATHAN D. STRUM
5638 Utah Avenue, NW – Washington DC 20015
Telephone: (202) 362-9027  –  Facsimile: (202) 362-9037

Email: jdstrum@jdstrumlaw.com
 
November 28, 2011

VIA ELECTRONIC TRANSMISSION

 
Board of Directors of
Marathon Bar Corp.

 
RE:      Marathon Bar Corp.; Form S-1 Registration Statement

 
Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-1 ("Registration Statement") under the Securities Act of 1933, as amended ("Act"), filed by Marathon Bar Corp., a Delaware corporation ("Company"), with the Securities and Exchange Commission.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such documents.

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7of the Act, or the rules and regulations of the Securities and Exchange Commission.
 
 
Very truly yours,
 
/s/
 
Jonathan D. Strum
 
 

 

 

Weinberg & Baer LLC
115 Sudbrook Lane, Baltimore, MD 21208
Phone (410) 702-5660
________________________________________________________________________


Ms. Israel Vizel, President
Marathon Bar Corp.
113 Barksdale Professional Center
Newark, DE 19711

Dear Mr. Vizel:


CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation in the Registration Statement of Marathon Bar Corp. on Form S-1 of our report on the financial statements of the Company as its registered independent auditor dated November 21, 2011, as of and for the periods ended November 18, 2011 and from inception to November 18, 2011. We further consent to the reference to our firm in the section on Experts.

Respectfully submitted,

/s/ Weinberg & Baer LLC

Weinberg & Baer LLC
Baltimore, Maryland
November 28, 2011