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Altavoz Entertainment, Inc. – IPO: ‘S-1’ on 1/17/17

On:  Tuesday, 1/17/17, at 5:30pm ET   ·   Accession #:  721748-17-33   ·   File #:  333-215589

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/17/17  Altavoz Entertainment, Inc.       S-1                   36:61M                                    Pacific Stock Tra… Co/TA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML    524K 
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 4: EX-3.3      Articles of Incorporation/Organization or Bylaws    HTML     24K 
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 6: EX-10.1     Material Contract                                   HTML     13K 
14: EX-21.1     List of Subsidiaries                                HTML     11K 
 7: EX-23.2     Consent of Experts or Counsel                       HTML     10K 
15: R1          Document and Entity Information                     HTML     33K 
16: R2          Balance Sheets                                      HTML     68K 
17: R3          Balance Sheets (Parenthetical)                      HTML     31K 
18: R4          Statements of Operations                            HTML     69K 
19: R5          Shareholders Equity                                 HTML     33K 
20: R6          Statements of Cash Flows                            HTML     62K 
21: R7          1. Summary of Significant Accounting Policies       HTML    105K 
22: R8          2. Related Party Transactions                       HTML     30K 
23: R9          3. Income Taxes                                     HTML     58K 
24: R10         1. Summary of Significant Accounting Policies       HTML    145K 
                (Policies)                                                       
25: R11         1. Summary of Significant Accounting Policies       HTML     28K 
                (Tables)                                                         
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27: R13         3. Income Taxes (Tables)                            HTML     48K 
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                (Details 1)                                                      
29: R15         1. Summary of Significant Accounting Policies       HTML     18K 
                (Details 2)                                                      
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35: XML         IDEA XML File -- Filing Summary                      XML     49K 
34: EXCEL       IDEA Workbook of Financial Reports                  XLSX     32K 
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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALTAVOZ ENTERTAINMENT, INC.

622 Hungerford Drive, Suite 2

Rockville, Maryland 20850

Phone: (800) 229-3764

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Nelson Jacobsen

Chief Executive Officer

622 Hungerford Drive, Suite 2

Rockville, Maryland 20850

Phone: (800) 229-3764

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

Copies to:

Paul A. Rachmuth, Esq.

265 Sunrise Highway, Ste. 62

Rockville Centre, New York 11570

Phone: (516) 330-0170

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ]

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]

CALCULATION OF REGISTRATION FEE

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 this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus may not be 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, nor is it a solicitation of an offer to buy these securities, in any state in which the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED December 31, 2016

PROSPECTUS

75,000,000 Shares of Common Stock

INITIAL OFFERING PRICE: $0.10 Per Share

This is a public offering of 75,000,000 shares of common stock, $0.001 par value, of Altavoz Entertainment, Inc.

The registration statement, of which this Prospectus forms a part, also registers on behalf of selling shareholders, a total of Seventy-One Million, Six Hundred and Forty-One Thousand Six Hundred and Sixty-Six (71,641,666) shares of our common stock. We will not receive any of the proceeds from the sale of shares to be offered by the Selling Shareholders.

There is no minimum number of shares that must be sold by us for the offering to close, and we will retain the proceeds from the sale of the offered shares that are sold. The offering is being conducted on a self-underwritten, best efforts basis, which means that our president and chief executive officer, Nelson Jacobsen, and other senior officers, Geordie Gillespie and Ken Balog, will attempt to sell the shares. This prospectus will permit our principal executive officers to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares that they may sell. Messrs. Jacobsen, Gillespie and Balog will sell the shares and intend to offer them to, among others, friends, family members and business acquaintances. In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The intended methods of communication include, without limitations, telephone and personal contact. For more information, see the section of this prospectus entitled "Plan of Distribution."

The selling shareholders will sell at prevailing market prices, or privately negotiated prices. The selling shareholders will be responsible for any commissions or discounts due to brokers or dealers. We will pay all of the other offering expenses. Each selling shareholder or dealer selling common stock issuable upon the conversion of the preferred stock is required to deliver a current prospectus upon the sale. In addition, for the purposes of the Securities Act of 1933, as amended, the selling holders may be deemed to be underwriters.

Our common stock is traded on Over-the-Counter Pink Sheets Market under the symbol AVOZ. The last reported sales price for our common stock on the OTC Pink for a sale of at least 1,000 shares was $0.10 per share on November 8, 2016.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and, as such, may elect to comply with certain reduced reporting requirements after this offering.

AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. PERSONS SHOULD NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR INVESTMENT. YOU SHOULD READ THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR SECURITIES.

NO UNDERWRITER OR OTHER PERSON HAS BEEN ENGAGED TO FACILITATE THE SALE OF SHARES OF COMMON STOCK IN THIS OFFERING. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND THE INFORMATION WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANY PERSON TO PROVIDE YOU WITH ANY INFORMATION ABOUT, THE STOCK, THIS OFFERING OR OUR COMPANY THAT IS DIFFERENT FROM THE INFORMATION INCLUDED IN THIS PROSPECTUS.

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 THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is December 31, 2016.

 Table of Contents

ABOUT THIS PROSPECTUS

You may only rely on the information contained in this prospectus or on that information to which we have referred you. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication or impression that there has been no change in our affairs since the date of this prospectus or that any information contained in this Prospectus is correct as of any time after its date.

The selling shareholders may, from time to time, sell the common stock described in this prospectus in one or more offerings. This prospectus only provides you with a general description of the common stock they may offer. If required, when they sell shares of common stock under this prospectus, we will provide a prospectus supplement that contains specific information about the terms of the offering of the common stock. The prospectus supplement may also add, update or change information contained in this prospectus.

Dealer Prospectus Delivery Obligation

Until 90 days after the later (i) the effective date of the registration statement or (ii) the first date on which the securities in this offering are offered publicly, all dealers that effect transactions in the securities, whether or not participating in this offering, may be required to deliver a prospectus.

PROSPECTUS SUMMARY

This summary provides an overview of certain information contained elsewhere in this Prospectus and does not contain all of the information that you should consider or that may be important to you. Before making an investment decision, you should read the entire Prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements. In this Prospectus, the terms "Altavoz,", "Company," "we," "us" and "our" or similar terms refer to Altavoz Entertainment, Inc. This Prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements because of certain risk factors, including those set forth under “Risk Factors” and elsewhere in this Prospectus.

Corporate Background and Business Overview

Altavoz was originally incorporated in Nevada in March of 2000 as Saveyourtime.com. In April 2003, the company merged with Hesperian Holding Corp. and changed its name to Hesperian Holding, Inc. Hesperian Holdings, Inc. delisted itself in May 2008 by the filing of a 12(g) statement. In April 2009, we acquired Hot Web Properties, Inc. In July 2009, we amended our Articles of Incorporation, changing our name to Max Media Group, Inc. and was listed with the National Quotation Bureau under the trading symbol “MXMI”. In March, 2015, we changed our name to Altavoz Entertainment, Inc. And in April, 2016 we changed our trading symbol to “AVOZ”. We are currently listed with that symbol on the Over-the-Counter Pink Sheets Market.

Altavoz is an independent, full-service, direct music distributor offering a wide range of digital and physical distribution products and marketing solutions for music producers and musicians. We use proprietary and traditional distribution channels and social media promotions to connect record labels and artists with music consumers.

We implement Music Public Blockchain protocol (“Blockchain”). Blockchain is a computer-based content management system that allows artists to manage their music catalogs. We are an issuer of International Standard Recording Codes (“ISRCs”), which are critical identification tools for sounds recording that enable tracking any iteration of the recordings across the digital and physical music market. We can also issue Universal Product Codes (“UPCs”), which are used by physical retailers and online outlets to gather and track sales information. Our use of IRSCs and UPCs allow us to distribute our artists’ music to the larger physical and digital distributors and streaming services.

SUMMARY OF THE OFFER

Common Stock Offered: A maximum of Seventy-Five Million shares. There is no minimum number of shares that must be sold by us for the offering to close.

Common Stock Outstanding Before this Offering: Three Hundred Six Million, Eighty Two Thousand, One Hundered and Thrirty-Two (306,082,132) shares outstanding as of December 31, 2016.

Par Value: $0.001

Use of Proceeds: General corporate purposes, including working capital, hiring additional employees, capital expenditures and strategic acquisitions. For a more complete description of our anticipated use of proceeds, please see the "Use of Proceeds" section.

OTCPink Symbol: AVOZ

Risk Factors: You should read the "Risk Factors" section of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors to consider before deciding to purchase shares of our common stock.

Expenses of Offering: The Company will bear the expenses of this offering, which we estimate to be approximately $50,000, including legal expenses of approximately $30,000, accounting expenses of approximately $10,000, and miscellaneous expenses, including registration fee, of approximately $10,000.

SUMMARY CONSOLIDATED FINANCIAL DATA AND OTHER DATA

The following tables summarize our consolidated financial and other data. You should read this summary, consolidated financial and other data together with the sections titled "Selected Consolidated Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," our audited annual consolidated financial statements and related notes included elsewhere in this prospectus, and our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this prospectus. The summary consolidated statements of operations data for the years ended December 31, 2014 and 2015 are derived from our audited annual consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the nine months ended September 30, 2016 and 2015 are derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited annual consolidated financial statements and, in our opinion, reflect all adjustments, which include only normal recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future. Results for the nine months ended September 30, 2016 are not indicative of results expected for the full year.

Consolidated Statement of Operations

Consolidated Balance Sheet

RISK FACTORS

AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. PERSONS SHOULD NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR INVESTMENT. YOU SHOULD CAREFULLY CONSIDER THE MATERIAL RISKS SET FORTH IN THIS SECTION, TOGETHER WITH THE OTHER INFORMATION IN THIS PROSPECTUS, BEFORE DECIDING WHETHER TO INVEST IN OUR SECURITIES. OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED BY THE OCCURRENCE OF ANY OF THE FOLLOWING MATERIAL RISKS.

Risks Relating to Our Liquidity

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.

We have incurred net losses since our inception. For the nine months ended September 30, 2016, we incurred a net loss of $197,033 and used cash of $195,940 in operations. As a result of our losses and limited cash balances, our independent registered public accounting firm has included in its report for the year ended December 31, 2015 an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.

We may not be able to generate the amount of cash needed to fund our future operations.

Our ability either to fund planned capital expenditures and development efforts will depend on our ability to generate cash in the future. Our ability to generate cash is in part subject to general economic, financial, competitive, regulatory and other factors that are beyond our control. We cannot assure you, however, that our business will generate sufficient cash flow from operations to fund our liquidity needs.

We are seeking additional capital funding and such capital may not be available to us.

We are exploring various equity financing alternatives. If we are unable to obtain additional capital, we may be required to delay or reduce our operations. We cannot assure you that any necessary additional financing will be available on terms favorable to us, or at all. If we raise additional funds by issuing securities convertible into or exercisable for common stock, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. Market and industry factors may harm the market price of our common stock and may adversely impact our ability to raise additional funds. Similarly, if our common stock is delisted from the OTC Markets, it may limit our ability to raise additional funds.

Risks Relating to Our Business

We have limited working capital and limited access to financing.

Our cash requirements, at times, may exceed the level of cash generated by operations. Accordingly, we may have limited working capital.

We currently have sufficient cash to sustain our operations for a period of approximately one month. We will require additional funds through the operation of our business, receipt of conventional sources of capital or through future sales of our common stock until our revenues are sufficient to meet our cost structure, and ultimately achieve profitable operations. Management estimates that it will need a minimum of approximately $300,000 over the next twelve months to fund the Company's current business operations. There is no assurance we will be successful in raising additional capital or achieving profitable operations. Furthermore, the large number of shares available from the selling Security Holder pursuant to the prospectus and the depressive effect of the availability of such shares may make it difficult for us to raise funds from other sources. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. These actions will result in dilution of the ownership interests of existing stockholders and may further dilute common stock book value, and that dilution may be material

Our ability to obtain adequate additional financing on satisfactory terms may be limited. Our ability to raise financing through sales of equity securities depends on general market conditions, including the demand for our common stock. We may be unable to raise adequate capital through the sale of equity securities, and if we can sell equity, our existing stockholders could experience substantial dilution. If adequate financing is not available at all or it is unavailable on acceptable terms, we may find we are unable to fund expansion, continue offering products and services, take advantage of acquisition opportunities, develop or enhance services or products, or respond to competitive pressures in the industry.

The proceeds of this offering may be insufficient to permit us to fully implement our business plan. To do so, we will need to obtain additional financing, which may not be available.

We face the risk that we may not be able to effectively implement our business plan. If we are not effective in addressing these risks, we may not operate profitably and we may not generate adequate working capital to meet our obligations as they become due.

We Will become subject to the periodic reporting requirements of the Exchange Act, which requires us to incur audit fees and legal fees for the preparation of such reports. These additional costs could reduce our ability to earn a profit.

Following the effective date of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. To comply with these requirements, our independent registered public accounting firm must review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel must review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be specifically predicted at this time because factors such as that the number and type of transactions we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, based on conversations with our professionals, the annual costs are likely to range from $25,000 to $50,000 in the first year or two after our Registration statement goes effective. The incurrence of such costs will be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Our internal controls may become inadequate or ineffective if our operations grow, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Our operating results will fluctuate significantly from period to period

.

Like participants in the entertainment industry, our revenues and results of operations will be significantly dependent upon the timing of releases and the commercial success of the media that we distribute, none of which can be predicted with certainty. Accordingly, our revenues and results of operations may fluctuate significantly from period to period, and the results of any one period may not be indicative of the results for any future periods.

If we are alleged or accused of having infringed on the intellectual property or other rights of third parties, we could be subject to significant liability for damages and invalidation of our proprietary rights.

Our business activities are and will be highly dependent upon intellectual property, a field that has encountered increasing litigation in recent years. If third parties allege that we have infringed on their intellectual property rights, privacy rights or publicity rights or have defamed them, we could become a party to litigation. These claims and any resulting lawsuits could subject us to significant liability for damages and invalidation of our proprietary rights and/or restrict our ability to publish and distribute the infringing or defaming content. In addition, defending such cases involves significant levels of legal costs. There can be no assurance that we would prevail in any such litigation. If we were to lose a litigation relating to intellectual property, we could be forced to pay monetary damages and to cease the sale of certain products or the use of certain technology. Any of the foregoing may adversely affect our business and may cause us to cease operations.

We, and third parties that manage portions of our secure data, are subject to cyber security risks and incidents.

Our business involves the storage and transmission of confidential information. The protection of our customer, employee and company data is vitally important to us. While we have implemented measures to prevent security breaches and cyber incidents, any failure of these measures and any failure of third parties that assist us in managing our secure data could materially adversely affect our business, financial condition and results of operations.

Limited Operating History; History of Losses and Anticipation of Future Losses. Accordingly, the Company has a limited operating history on which to base an evaluation of its business and prospects.

The Company and its prospects must be considered in light of the risks, difficulties and uncertainties frequently encountered by companies in an early stage of development, particularly companies in new and rapidly evolving markets.

Security Risks. Despite the implementation of security measures, the Company's networks may be vulnerable to unauthorized access, computer viruses and other disruptive problems.

A party who is able to circumvent security measures could misappropriate proprietary information or cause interruptions in the Company's operations. Many companies have experienced, and may in the future experience, interruptions in service as a result of the accidental or intentional actions of internet users, current and former employees or others. The Company may be required to expend significant capital or other resources to protect against the threat of security breaches or to alleviate problems caused by such breaches. Although the Company intends to continue to implement industry-standard security measures, there can be no assurance that measures implemented by the Company will not be circumvented in the future. Eliminating computer viruses and alleviating other security problems may require interruptions, delays or cessation of service to users accessing the Company's Web sites, which could have a material adverse effect on the Company's business, results of operations and financial condition.

Relationships with Customers and Business Partners.

If we are not able to continue to attract successful record labels and artists as our clients we will not be able to grow to a profitable level. If we are not able to maintain our relationships with our business partners, due to a loss of key executives or forces out of our control, we may not be able to remain competitive in the music distribution marketplace.

Acquisition Risk.

The Company may pursue the acquisition of new or complementary businesses, services or technologies, although it has no present understandings, commitments or agreements with respect to any material acquisitions or investments. Any such future acquisitions would be accompanied by the risks commonly encountered in acquisitions of companies, including, among other things, the difficulty of integrating the operations and personnel of the acquired companies, the potential disruption of the Company's ongoing business, the inability of management to incorporate successfully acquired technology and rights into the Company's services and content offerings, additional expense associated with amortization of acquired intangible assets, the maintenance of uniform standards, controls, procedures and policies, and the potential impairment of relationships with employees, customers and strategic partners.

Certain Anti-Takeover Provisions.

The Company's Board of Directors has the authority to issue up to 100,000,000 shares of Preferred Stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders of the Company. The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change in control of the Company, may discourage bids for the Company's Common Stock at a premium over the market price of the Common Stock and may adversely affect the market price of, and the other rights of the holders of, the Common Stock. The Company has no present plans to issue shares of Preferred Stock.

The Company's Amended and Restated Bylaws provide that the Company will indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting from their services to the Company, which may be broad enough to include services in connection with takeover defense measures. Such provisions may have the effect of preventing changes in the management of the Company. See "Description of Capital Stock."

No Specific Use of Proceeds.

The Company has not designated any specific use for much of the net proceeds from the sale by the Company of the shares of Common Stock offered hereby. Rather, the Company intends to use most of the net proceeds general corporate purposes, including working capital, hiring additional employees, capital expenditures and strategic acquisitions. The Company has no present plans or commitments and is not currently engaged in any negotiations with respect to strategic acquisitions. Accordingly, management will have significant flexibility in applying the net proceeds of this offering. The failure of management to apply such funds effectively could have a material adverse effect on the Company's business, results of operations and financial condition. See "Use of Proceeds."

Risks Relating to Our Stock

Control by Certain Stockholders.

Upon completion of this offering, the Company's directors and executive officers will beneficially own approximately 58.5% of the outstanding Common Stock. As a result, these stockholders, if they act as a group, will have a significant influence on all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Such control may have the effect of delaying or preventing a change in control of the Company. See the Section entitled "Security Ownership of Certain Beneficial Owners and Management" at Page 32.

Limited Public Market for Stock.

Prior to this offering, the company has been listed on the OTC Pink Sheets.. Accordingly, the company’s securities have only been thinly traded. The initial public offering price was determined based on the prior trading price in the OTC Pink Sheet market. The initial public offering price may not be indicative of future market prices.

Possible Volatility of Stock Price.

The trading price of the Common Stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations, new sales formats or new services by the Company or its competitors, changes in financial estimates by securities analysts, conditions or trends in Internet markets, changes in the market valuations of other Internet companies, announcements by the Company or its competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of Common Stock and other events or factors, many of which are beyond the Company's control.

Broad market and industry factors may materially adversely affect the market price of the Common Stock, regardless of the Company's operating performance.

The stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies whose stock is being traded.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation have been instituted against such companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of management's attention and resources, which could have a material adverse effect on the Company's business operations and financial condition.

Shares Eligible for Future Sale; Registration Rights.

As a result of this offering, Selling Shareholders will be able to sell the common stock of the Company that they hold. If the Selling Shareholders elect to sell a substantial number of shares of Common Stock in the public market following this offering, market price for the Company's Common Stock could be adversely affected.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligation or to acquire services. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material.

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that may create a lack of liquidity and make trading difficult or impossible.

Our shares will be considered a "penny stock." Rule 3a51-l of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5 .00 per share, subject to a limited number of exceptions, which are not available to us. This classification will severely and adversely affect any market liquidity for our common stock.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

Almost all our presently issued and outstanding common shares are restricted under rule 144 of the Securities Act, as amended. Once registered, the shares may be sold in the open market, the price of our common stock could be adversely affected.

Almost all our outstanding shares of common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Once registered, the holders may sell the shares in the open market, which may have a depressive effect upon the price of the common stock in any market that may develop.

We could be removed from the OTCPink if we fail to remain current with our financial reporting requirements.

Companies trading on the OTCPink must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13 to maintain price quotation privileges on the OTCPink. If we fail to remain current in our reporting requirements, we would be removed from the OTCPink. As a result, the market liquidity of our securities could be severely adversely affected by limiting the ability of broker-dealers to trade our securities and the ability of stockholders to sell their securities in the secondary market.

Any trading market that may develop may be restricted by virtue of state securities "Blue Sky" laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

There is currently no liquid, public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not offer one to us if we are considered a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also "Plan of Distribution-State Securities-Blue Sky Laws."

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this prospectus or in any prospectus supplement constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as "anticipate," "believe," "could," "estimate," "expects," "intend," "may," "plan," "potential," "project," "should," "will" and "would" or the negative of these terms or other comparable terminology.

Forward-looking statements contained or incorporated by reference in this prospectus or in any prospectus supplement are based on our beliefs, assumptions and expectations of our future performance, considering all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Forward-looking statements we make or incorporate by reference in this prospectus or in any prospectus supplement are subject to various risks and uncertainties that could cause actual results to vary from our forward-looking statements, including:

We caution you not to place undue reliance on these forward-looking statements which speak only as of the date of this prospectus, any prospectus supplement or the date of any document incorporated by reference in this prospectus or any prospectus supplement. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of relief from certain reporting requirements and other burdens that are otherwise applicable generally to public companies. These provisions include:

• reduced obligations with respect to financial data, including presenting only two years of audited financial statements and only two years of selected financial data in this prospectus;
• an exception from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;
• reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and
• exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions for up to five years or such earlier time that we no longer qualify as an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our capital stock held by non-affiliates as of the end of our second fiscal quarter or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced reporting burdens. For example, we have taken advantage of the exemption from auditor attestation on the effectiveness of our internal control over financial reporting. To the extent that we take advantage of these reduced reporting burdens, the information that we provide shareholders may be different than you might obtain from other public companies in which you hold equity interests.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

USE OF PROCEEDS

We estimate that we will receive $7,450,000 from the sale of the shares, based on an assumed public offering price of $0.10 per share, after deducting the estimated $50,000 for the expenses associated with this offering. If we engage broker-dealers to assist us in selling the shares, we will incur additional costs associated with this offering. We will use these proceeds for general working capital, including hiring additional employees, capital expenditures and strategic acquisitions. An estimate for the use of proceeds is as follows:

The allocation of net proceeds set forth above is only an estimate based on our current plans and assumptions regarding the industry and general economic conditions and our future revenues and expenditures. If any of these factors change, it may be necessary or advisable for us to reallocate some of the proceeds in the above listed categories or to use portions for other purposes. Investors will be relying on the judgment of our management regarding application of the net proceeds of this offering.

DILUTION

Immediately prior to this offering, our net deficit book value per share was ($.0011, based on 306,082,132 shares outstanding and a proforma net deficit book value of $335,152) . Net tangible book value per share is determined by dividing the number of outstanding shares of common stock into our net (deficit) tangible book value, which is our total tangible assets less our total liabilities. After giving effect to the sale of the shares in this offering and after deducting estimated expenses of this offering, our proforma as adjusted net tangible book value will be $7,114,848 or $.019 per share. This represents an immediate increase in net tangible book value of approximately $.020 per share to our existing shareholders and an immediate dilution of $.081 per share to investors purchasing shares in this offering.

CAPITALIZATION

We are authorized to issue 750,000,000 shares of common stock, par value of $0.001 per share and 100,000,000 shares of preferred stock, par value of $0.001 per share. As of December 31, 2016, 306,082,132 shares of the Company's common stock are issued and outstanding. The holders of common stock are entitled to one vote per share for the election of directors and on all other matters to be voted upon by the stockholders.

MARKET FOR OUR COMMON STOCK AND
DETERMINATION OF OFFERING PRICE

The Company’s stock is currently thinly traded on the OTC Pink Sheets Markets under the symbol AVOZ.PK. As of December 31, 2016, we estimate that there were approximately 593 holders of record of our common stock. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.

The offering price of $0.10 per share was determined from the last trading price of more than 1,000 shares reported by OTC Markets; 1,400 shares selling at $0.10 per share on November 8, 2016.

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

The following discussion of our financial condition and results of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties, including the risks in the section entitled Risk Factors beginning on page 5, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

These forward-looking statements speak only as of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

All written and oral forward-looking statements made are attributable to us or persons acting on our behalf. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Company Overview

Altavoz is an independent, full-service, direct music distributor offering a wide range of digital and physical distribution products and marketing solutions for musicians. We use proprietary and traditional distribution channels and social media promotions to connect our artists with music consumers. We work in two spheres of distribution: digital and physical. While the physical distribution is limited, the core of the Company's business comes from the use of Distribution as a Service ("DaaS"). DaaS is a cloud based software system that uses the Company's proprietary platform to distribute to online stores such as iTunes and Amazon.com, as well as streaming devices, through mp3 and wav technology. It enables us to act as a middleman between artists and retail outlets. DaaS connects artists with over 2,500 digital outlets, 10,000 retailers (online and brick and mortar) and over 120,000 public libraries. Altavoz directly markets our DaaS service to artists via appearances at trade shows and major industry events, such as the Grammys, the Country Music Awards and the Billboard Music Awards.

We implement Music Public Blockchain protocol, which is a computer-based content management system that allows artists to manage their music catalogs. We are an issuer of International Standard Recording Codes (“ISRCs”), which are critical identification tools for sounds recording that enable tracking any iteration of the recordings across the digital and physical music market. We can also issue Universal Product Codes (“UPCs”), which are used by physical retailers and online outlets to gather and track sales information. Our use of IRSCs and UPCs allow us to distribute our artists’ music to the larger physical and digital distributors and streaming services.

Through its current partnership with music industry leaders AMPED Distribution Company and the InGrooves Music Group, Altavoz has access to physical and digital stores not accessible through direct sales; this partnership also gives Altavoz bulk pricing and discount advantage on platforms such as Amazon and iTunes, among others.

Artists can face high startup costs when trying to promote their music. These costs include promotional and marketing expenses for all forms of music content, as well as the cost of manufacturing, packaging and distributing physical CDs. One attractive draw for smaller record labels and artists to Altavoz is that we do not charge them any a large up-front cost for distribution deals. Instead, our customers, record labels and artists, can cover the up-front costs (typically in the range of $1,000 to $5,000) with a an Altavoz-backed loan through a separate entity. The loan is repaid from the proceeds of the customers’ recording sales.

Altavoz splits the revenue for the music sales with our record label or artist customer. The split is usually on a sliding scale, ranging from 50/50 on the first five thousand units sold, and going to a 70/30 split after sales reach twenty thousand units. If the customer finances their start-up costs, the loan is repaid from the distributions until the loan is paid in full.

Our Competition

Our management estimates that annual digital music sales are approximately $6.7 billion. Of this, management estimates that 90% is controlled by the “Majors” (i.e. Capital Music Group/Universal, Sony Music Entertainment and Warner Music Group). Independent distribution companies, of which we are one, account for the remaining 10% of the industry revenue.

Our competitors are independent distribution companies such as Caroline Distribution backed by Capital Music Group/Universal; RED Distribution, a division of Sony Music Entertainment; Redeye, a small independent. We know of no other company that offers independent, smaller quantity release labels a DaaS platform to access physical and digital music retailers and wholesalers and marketing intelligence data.

Growth Strategy

As the “Majors” continue to streamline purchasing efforts with retailers, access to these companies is crucial in reaching the broadest number of retailers selling music content. Through its current partnership with music industry leaders AMPED Distribution Company and the InGrooves Music Group, Altavoz has access to physical and digital stores not accessible through direct sales; this partnership also gives Altavoz bulk pricing and discount advantage on platforms such as Amazon and iTunes, among others.

Altavoz intends to market our relationship with these industry leaders and our DaaS service to other independent music and entertainment companies who want but can’t get access to AMPED and InGrooves. This will ensure our strong presence in the market and help us build our market share and a reseller for these companies.

The Company seeks to develop its own intellectual property that would focus on geocentric retail placement to increase the effectiveness of the DAAS system and enable retailers to make strategic business and marketing decisions.

Using our cloud-based platform, Altavoz intends to offer this real-time awareness capability that aggregates and analyzes industry and internal data into a "Fan Heat Map" giving our suppliers and retail partners actionable, strategic sales and marketing intelligence on each product, down to the zip code. This data will be augmented by our software that will allow consumers to notify their friends, Altavoz, and retailers that they are interested in a product. The data produced allows brick-and-mortar stores receive products that are more likely to sell; generating fewer returns. We offer record labels access to this data so that they can best plan bookings for tours, branding events, special performances, and more.

We intend to develop our cloud-based digital platform so that it provides a one-stop-solution for independent record labels and artists giving them a music distribution platform with marketing intelligence through a Fan Heat Map, a universal payment option which accepts credit card and bitcoin payments and a greater revenue through a higher royalty rate than other distribution companies.

Using DaaS with the data from Fan Heat Map will allow our customers to make better strategic business decisions. We will then be able to expand our distribution network and attract more established record labels and artists.

Dividends

The Company has never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion development of our business.

DESCRIPTION OF SECURITIES TO BE REGISTERED

This prospectus includes a public offering of 75,000,000 Shares of our common stock plus an additional 71,710,000 Shares offered by the Selling Security Holders. The following description of our common stock is only a summary. You should also refer to our certificate of incorporation and bylaws, which have been incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.

We are authorized to issue 750,000,000 shares of common stock, par value of $0.001 per share and 100,000,000 shares of preferred stock, par value of $0.001 per share. As of December 31, 2016, there were 306,082,132 shares of the Company's common stock issued and outstanding. The holders of common stock are entitled to one vote per share for the election of directors and on all other matters to be voted upon by the stockholders.

There is no cumulative voting. Subject to preferences that may be applicable to any outstanding securities, the holders of common stock are entitled to receive, when and if declared by the board of directors, out of funds legally available for such purpose, any dividends on a pro rata basis. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

RESULTS OF OPERATIONS

A summary of the U.S. GAAP results of operations for the quarters ended September 30, 2016 and 2015 and for the years ended December 31, 2015 and 2014, as disclosed in our consolidated financial statements in Item 8, Financial Statements and Supplementary Data, herein referred to as our "consolidated financial statements" is as follows:

Revenue:

The following table compares revenues received by the Company in the quarters ended September 30, 2016 and 2015 and the revenue received in the fiscal years ended December 31, 2015 and December 31, 2014:

Operating Expenses:

The following table compares operating expenses of the Company in the quarters ended September 30, 2016 and 2015 and the operating expenses in the fiscal years ended December 31, 2015 and December 31, 2014: