UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
AMENDMENT NO 3
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GUATE TOURISM INC.
(Name of small business issuer in its charter)
Nevada
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4700
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EIN 33-1230673
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Number)
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(IRS Employer
Identification Number)
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Aldea San Luis Tuimuj, San Marcos
Guatemala
(502)30346866
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_________________________
INCORP SERVICES, INC.
Tel: (702) 866-2500, Fax: (702) 866-2689
(Address, including zip code, and telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please 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, 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 registration statement 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 registration statement 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 |
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Accelerated filer |
o |
Non-accelerated filer |
o |
Smaller reporting company |
x |
(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
Title of Each Class
of Securities to be Registered
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Amount of Shares to
be Registered
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Proposed Maximum
Offering Price per
Share (1)
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee (2)
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Common Stock
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4,000,000
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$
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0.02
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$
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80,000
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$
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10.30
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(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act.
(2) Previously paid
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall 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 date as the Commission, acting pursuant to Section 8(a), may determine.
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
GUATE TOURISM INC.
Up to a Maximum of 4,000,000 Common Shares
At $0.02 per Common Share
This is the initial offering of common stock of Guate Tourism Inc. (“Guate Inc.”) and no public market currently exists for the securities being offered. We are offering for sale a total of 4,000,000 shares of common stock at a fixed price of $0.02 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares.
There is no minimum amount of shares that we must sell in our direct offering, and therefore no minimum amount of proceeds will be raised. No arrangements have been made to place funds into escrow or any similar account.
Blanca Bamaca, an officer and director of Guate Inc. intends to sell the common shares directly. No commission or other compensation related to the sale of the common shares will be paid to Ms.
Blanca Bamaca. The intended methods of communication include, without limitations, telephone, and personal contact.
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Offering Price
Per Share
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Commissions
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Proceeds to Company
Before Expenses
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Common Stock
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$
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0.02
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Not Applicable
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$
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80,000
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Total
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$
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0.02
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Not Applicable
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$
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80,000
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Guate Inc. is a development stage company with nominal operations and assets . As a result, we are considered a shell company under Rule 405 of the Securities Act and are subject to additional regulatory requirements as a result of this status, including limitations on our shareholders’ ability to re-sell their shares in
our company, as well as additional disclosure requirements. Accordingly, investors should consider our shares to be a high-risk and illiquid investment. See
"Risk Factors" for the risks of investing in a shell company.
The date of this offering will end 180 days from the effectiveness of this registration statement. There is no minimum purchase requirement and we do not have any arrangements to place your funds in an escrow, trust, or similar account. Any funds that you invest may be spent immediately by us.
There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 6 THROUGH 10 BEFORE BUYING ANY SHARES OF GUATE INC.’S COMMON STOCK.
NEITHER THE SEC 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 INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.
PROSPECTUS SUMMARY
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RISK FACTORS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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USE OF PROCEEDS
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DETERMINATION OF OFFERING PRICE
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DILUTION
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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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DESCRIPTION OF BUSINESS
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FACILITIES
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EMPLOYEES AND EMPLOYMENT AGREEMENTS
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LEGAL PROCEEDINGS
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
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EXECUTIVE COMPENSATION
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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PLAN OF DISTRIBUTION
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DESCRIPTION OF SECURITIES
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D DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
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LEGAL MATTERS
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INTERESTS OF NAMED EXPERTS AND COUNSEL
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EXPERTS
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AVAILABLE INFORMATION
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INDEX TO THE FINANCIAL STATEMENTS
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WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “WE,” “US,” “OUR,” AND “GUATE INC.” REFERS TO GUATE TOURISM INC. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
Because we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.
We will lose our emerging growth company status on the earliest occurrence of any of the following events:
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On the last day of any fiscal year in which we earn at least $1 billion in total annual gross revenues, which amount is adjusted for inflation every five years;
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On the last day of the fiscal year of the issuer following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement;
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On the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or
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On the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.’’
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A “large accelerated filer” is an issuer that, at the end of its fiscal year, meets the following conditions:
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It has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more as of the last business day of the issuer's most recently completed second fiscal quarter;
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It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months; and
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It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act.
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As an emerging growth company, exemptions from the following provisions are available to us:
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Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;
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Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;
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Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;
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Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and
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The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size.
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Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. We have elected to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions.
GUATE TOURISM INC.
We were incorporated in the State of Nevada on November 12, 2013. Guate Tourism Inc. (or "the company" or "GUATE INC.") is an online free travel guide website agency in Guatemala. As of April 3 , 2014 our balance is $2, 326 .70. At this stage the only steps we have taken to develop our company are: writing and preparing our business plan, making contacts with our potential clients in hotels, hostels, spas, etc., as well as interviewing some potential website developers. We intend to create a website
where we could put all the information about hotels, spas, tours, restaurants, bars and information about Guatemala free of charge for all the public around the world. We expect to generate revenues from advertising goods and services on the website as a pay per click advertisements and through affiliate programs with small and large companies. We intend to make it so that tourists around the world would be able to find useful information about Guatemala and its culture from our website, as well as the recommended hostels/hotels, resorts, restaurants, bars, tours museums and etc. We expect it to also have the blog where the travelers could leave their suggestions and tips for other travelers and where tourists around the world could connect with each other through commenting
on blog, rating places and services, and through asking and answering questions of others. We expect our website to have different sections such as: Guatemala History/ Culture, Where to go, Where to stay, What to do, Travel tips, Common Questions, and a Traveler’s Blog. We intend to design the online travel website for all types of travelers with all types of budget and interest. We intend to include every kind of accommodation starting from the camping ground ending with the most luxurious hotels in the country. We intend to recommend activities that are free for budget travelers and upscale activities for the higher spenders. Once we find the qualified web designer to start on our page we estimate the website
to be fully functional within 3 months after the starting date. During those months we intend to contact all our potential clients and approach new customers in order to advertise and promote our website and to start generating revenues. It may take us longer than 3 months to be able to find customers and sign contracts. We expect to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds”). To implement our plan of operations we need at least $10,000 to pay for the expenses of this offering and $10,000 for professional fees we expect to incur in the next twelve months. As such we require a minimum of $20,000 for the next twelve months. We estimate that our monthly burn rate initially will be $1,667.
This is a simple monthly estimate of our professional expenses plus general and administrative expenses needed to stay in business; it is calculated by dividing $20,000 by 12 months. Being a development stage company, we have very limited operating history and it is difficult to gauge what expenses we will incur. However our present capital will not be sufficient to fund our operation for any period of time at this estimated burn rate. We depend on funds from this public offering. If we raise less than 25% of the offering, we will not have enough money to cover our offering expenses and professional fees necessary to remain current with our reporting obligations.
When we will require additional funds we will attempt to raise them through sale of additional common stock or through director loans. If we do not raise sufficient funds from this offering we intend on remaining current with our reporting obligations by borrowing funds from our officers. We do not have a formal agreement in place with our officers to provide us with such funding. However we believe that our officers will provide such funding to us as they are majority owners of the company and it is in their interest to see us prosper. In the event that our officers do not loan us such funds when required we will not be able to meet our reporting obligations and will therefore will not be able to list on OTC BB and your investment will stay illiquid. It may also make more difficult for us to raise any future funding. Currently
only one of our officers, Ms. Blanca Bamaca owns stock in our company (6,000,000 shares owned).
We do not have any plans to seek a business combination with an unidentified entity in the even we are not successful in our plan of operations. A more detailed breakdown of costs is included in our plan of operations. The month on which we will run out of funds will depend on the amount of funds we raise in this offering.
Our principal executive office is located at Aldea San Luis Tuimuj, San Marcos, Guatemala and our phone number is (521)30346866.
From inception on November 12, 2013 until the date of this filing, we have had limited operating activities. Our financial statements from inception on November 12, 2013 through December 31, 2013 report no revenues and a net loss of $616. Our independent registered public accounting firm has issued an audit opinion for GUATE INC. that includes a statement expressing substantial doubt as to our ability to continue as a going concern.
We do not anticipate earning revenues until such time as we enter into commercial operation. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully sell our products.
As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.
THE OFFERING
The Issuer:
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GUATE TOURISM INC.
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Securities Being Offered:
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4,000,000 shares of common stock
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Price Per Share:
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$0.02
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Duration of the Offering:
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The offering shall terminate on the earlier of (i) the date when the sale of all 4,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 4,000,000 shares registered under the Registration Statement of which this Prospectus is part.
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Net Proceeds:
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$80,000 assuming the sale of all offered shares, of which there is no assurance.
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Securities Issued and Outstanding:
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There are 6,000,000 shares of common stock issued and outstanding as of the date of this prospectus.
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Registration Costs:
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We estimate our total offering registration costs to be approximately $10,000.
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Risk Factors:
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See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.
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RISK FACTORS
BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES RULES, INVESTORS MAY NOT BE ABLE TO RELY ON THE RESALE EXEMPTION PROVIDED BY RULE 144 OF THE SECURITIES ACT. AS A RESULT, INVESTORS MAY NOT BE ABLE TO RE-SELL OUR SHARES AND COULD LOSE THEIR ENTIRE INVESTMENT.
We are considered to be a "shell company" under Rule 405 of Regulation C of the Securities Act. A "shell company" is a company with either no or nominal operations or assets, or assets consisting solely of cash and cash equivalents. As a result, our investors are not allowed to rely on Rule 144 of the Securities Act for a period of one year from the date that we cease to be a shell company. Because investors may not be able to rely on an exemption for the resale of their shares other than Rule 144, and there is no guarantee that we will cease to be a shell company, they may not be able to re-sell our shares in the future and could lose their entire investment as a result.
BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES RULES, WE ARE SUBJECT TO ADDITIONAL DISCLOSURE REQUIREMENTS IF WE ACQUIRE OR DISPOSE OF SIGNIFICANT ASSETS IN THE COURSE OF OUR BUSINESS. WE WILL INCUR ADDITIONAL COSTS IN MEETING THESE REQUIREMENTS, WHICH WILL ADVERSELY IMPACT OUR FINANCIAL PERFORMANCE AND, THEREFORE, THE VALUE OF YOUR INVESTMENT.
Because we are considered to be a "shell company" under Rule 405 of Regulation C of the Securities Act, we are subject to additional disclosure requirements if we entered into a transaction which results in a significant acquisition or disposition of assets. In such a situation, we must provide prospectus-level, detailed disclosure regarding the transaction, as well as detailed financial information. In order to comply with these requirements, we will incur additional legal and accounting costs, which will adversely impact our results of operations. As a result, the value of an investment in our shares may decline as a result of these additional costs.
We are a "shell company" as defined by Rule 12b-2 promulgated under the Exchange Act. Accordingly, the securities in this offering can only be resold through registration under the Securities Act, meeting the safe harbor provisions of paragraph (i) of Rule 144, or in reliance upon Section 4(1) of the Securities Act of 1933 for non-affiliates.
RULE 144 SAFE HARBOR IS UNAVAILABLE FOR THE RESALE OF SHARES ISSUED BY US UNLESS AND UNTIL WE HAVE CEASED TO BE A SHELL COMPANY AND HAVE SATISFIED THE REQUIREMENTS OF RULE 144(I)(1)(2).
The SEC has adopted final rules amending Rule 144 which became effective on February 15, 2008. Pursuant to Rule 144, one year must elapse from the time a "shell company", as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a "shell company" and files Form 10 information with the SEC, during which time the issuer must remain current in its filing obligations, before a restricted shareholder can resell their holdings in reliance on Rule 144.
The term "Form 10 information" means the information that is required by SEC Form 10, to register under the Exchange Act each class of securities being sold under Rule 144. The Form 10 information is deemed filed when the initial filing is made with the SEC. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable,
during the preceding twelve months (or shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.
RISKS ASSOCIATED TO OUR BUSINESS
WE ARE A DEVELOPMENT STAGE COMPANY BUT HAVE NOT YET COMMENCED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on November 12, 2013 and to date have been involved primarily in organizational activities. We have not yet commenced business operations. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new distribution companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed
current estimates. We expect to incur significant losses into the foreseeable future. We estimate “significant losses” to be up to $80,000 which is our maximum offering. Our losses could be higher after the first twelve months period. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
OUR OFFICERS AND DIRECTORS AND OPERATIONS ARE LOCATED OUTSIDE OF THE UNITED STATES
Because our officers and directors and operations are located outside of the United States, your ability to effect service of process is greatly diminished. Even if you obtain legal judgments in your favor it will be tough to enforce claims because our management and corporate assets are located in Guatemala, which is outside the United States.
WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR BUSINESS PLAN.
Our current operating funds are less than necessary to complete our intended operations of creating an online travel guide website in Guatemala. We will need the funds from this offering to commence activities listed in our business plan. As of April 3 , 201 4 , we had cash in the amount of $ 2,326.70 and liabilities of $100. We currently do not have any operations and we have no income.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE FINANCING FROM THIS OFFERING. AS A RESULT, THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have accrued net losses of $616 for the period from our inception on November 12, 2013 to December 31, 2013, and have no revenues to date. Our future is dependent upon our ability to obtain financing from this offering. Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise substantial doubt that we will be able to continue as a going concern. Thomas J. Harris, CPA, our independent registered public accountant, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise funds. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our
business and you may lose your investment. You should consider our independent registered public accountant’s comments when determining if an investment in GUATE INC. is suitable.
WE MAY FACE DAMAGE TO OUR PROFESSIONAL REPUTATION IF OUR FUTURE CLIENTS ARE NOT SATISFIED WITH OUR SERVICES. IN THIS CASE, IT IS UNLIKELY THAT WE WILL BE ABLE TO OBTAIN FUTURE ENGAGEMENTS. IF WE ARE UNABLE TO OBTAIN ENGAGEMENTS, INVESTORS ARE LIKELY TO LOSE THEIR ENTIRE INVESTMENT.
As a distribution company, we depend and will continue to depend to a large extent on referrals and new engagements from our former customers, as we will attempt to establish a reputation for professional service company and integrity to attract and customers. As a result, if a customer is not satisfied with our products or services, such lack of satisfaction may be more damaging to our business than it may be to other businesses. Accordingly, no assurances can be given that we will obtain customers in the foreseeable future.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.
At this time we have no signed purchase agreement with any of our potential vendors. We have only made verbal agreements with some local clients to use their advertisement as links on our website. There is no guarantee we will ever conduct business with these customers or any other customers. Even if we obtain business from the above listed customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose your entire investment if we cannot sell our products at prices that generate a profit.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.
We operate in a highly competitive environment. Our competition includes small and midsized travel websites, and many of them may have a similar information for tourists. Highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.
BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR OBTAINS A JUDGMENT AGAINST US, THE CREDITOR COULD ATTACH YOUR SUBSCRIPTION THAT COULD PRECLUDE OR DELAY THE RETURN OF MONEY TO YOU.
Your funds 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. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription that could preclude or delay the return of money to you.
IF WE ARE UNABLE TO RECRUIT, MOTIVATE AND RETAIN QUALIFIED PERSONNEL, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS COULD BE MATERIALLY AND ADVERSELY AFFECTED.
The success of our business will depend upon our ability to attract and retain through independent contractor or other arrangements, qualified employees who possess the skills and experience necessary to meet the needs of our operations. We will compete in markets in which unemployment is generally relatively low and the competition for skilled employees is intense.
We cannot assure that qualified employees will be available in sufficient numbers and on terms acceptable to us. The inability to attract and retain qualified personnel, could materially and adversely affect our business, financial condition, results of operations and cash flows.
BECAUSE OUR CURRENT PRESIDENT AND OFFICERS DEVOTE LIMITED AMOUNT OF TIME TO THE COMPANY, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Blanca Bamaca, our President, currently devotes approximately 30 hours per week providing management services to us. While she presently possesses adequate time to attend to our interest, it is possible that the demands on her from other obligations could increase, with the result that she would no longer be able to devote sufficient time to the management of our business. The loss of Ms. Bamaca to our company could negatively impact our business development.
Franco Escobar, our secretary and executive officer, currently devotes approximately 20 hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Mr. Escobar to our company could negatively impact our business development.
OUR PRESIDENT MS. BAMACA INFORMALLY AGREED TO ADVANCE US THE FUNDS NECESSARY TO PAY PROFESSIONAL FEES AND OPERATING EXPENSES; HOWEVER, SHE HAS NOT LEGALLY OBLIGATED TO PROVIDE SUCH FUNDING POTENTIALLY CAUSING OUR BUSINESS TO FAIL.
Ms. Bamaca informally agreed to advance us the funds for professional fees and operating expenses; however, she has not formally agreed to do so and therefore not legally obligated to provide such funding. Since we have no formal agreement with Ms. Bamaca for the advancement of funds, Ms. Bamaca may fail to advance us the funds, if needed.
OUR PRESIDENT, WHO IS ALSO A PROMOTER, WILL HOLD 60% OF OUR OUTSTANDING SHARES OF COMMON STOCK AFTER THE OFFERING AND CONTROL US, ASSUMING THE SALE OF ALL THE OFFERED SHARES.
Our sole director, who is also a promoter will hold 60% of our outstanding shares of common stock after the offering and controls us, assuming the sale of all the offered shares. As a result, Ms. Bamaca will be able to elect all of our directors and control our operations.
OUR EXECUTIVE OFFICERS AND DIRECTOR DO NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A BEST-EFFORT OFFERING, OR MANAGING A PUBLIC COMPANY
Our executive officers and director do not have any experience conducting a best-effort offering or managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Also, our executive’s officers’ and director’s lack of experience of managing a public company could cause you to lose some or all of your investment.
THERE IS NO MINIMUM NUMBER OF SHARES THAT HAS TO BE SOLD IN ORDER FOR THE OFFERING TO PROCEED
We do not have a minimum amount of funding set in order to proceed with the offering. If not enough money is raised to begin operations, you might lose your entire investment because we may not have enough funds to implement our business plan.
WE HAVE NO REVENUE AND LIMITED ASSETS
We have no revenue and limited assets and our registered certified public accountants have issued an opinion expressing substantial doubt about our ability to continue as a going concern; our limited operations and the likelihood that we will incur losses for the foreseeable future represent material risks to our potential investors.
FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES MAY AFFECT OUR REPORTED RESULTS OF OPERATIONS.
We plan to conduct operations in international markets from which we receive, at least in part, revenues in foreign currencies. For example, we plan to receive Quetzales in connection with the offer and sale of our common stock in this offering and later in the payment from our vendors in Guatemala. Because our financial results are reported in U.S. dollars, fluctuations in the value of the Quetzal against the U.S. dollar are expected to have an effect, which may be significant, on our financial results. A decline in the value of any of the foreign currencies in which we receive subscriptions or revenues, including the Quetzal, against the U.S. dollar will tend to reduce our subscription proceeds, reported revenues and expenses, while an increase in the value of any such foreign currencies against the U.S. dollar will tend to increase our subscription proceeds, reported revenues and expenses. Variations in exchange rates can significantly
affect the comparability of our financial results between financial periods.
RISKS ASSOCIATED WITH THIS OFFERING
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A “PENNY STOCK.”
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $3,000,000 or individuals with net worth in excess of $6,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures
required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. She will offer the shares to friends, family members, and business associates; however, there is no guarantee that she will be able to sell any of the shares. Unless she is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan. We do not have any plans where to seek this alternative financing at present time.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between GUATE INC. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares,
resulting in an inability to realize any value from your investment.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our anticipated costs of being a reporting company are approximately $10,000 per year which include legal fees, audit fees, bookkeeping fees, edgar filing fees and other fees required to be paid to remain compliant. These expenses are an additional challenge to our profitablility. At this time our business plan does not allow us for the payment of the estimated $10,000 cost of this registration statement. If necessary, Ms. Bamaca, our Chairman, has verbally agreed to loan the company funds to complete the registration process. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the
cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.
WE HAVE ELECTED TO USE THE EXTENDED TRANSITION PERIOD FOR COMPLYING WITH NEW OR REVISED ACCOUNTING STANDARDS UNDER SECTION 102(B)(1) OF THE JOBS ACT. AS A RESULT OF THIS ELECTION OUR FINANCIAL STATEMENTS MAY NOT BE COMPARABLE TO COMPANIES THAT COMPLY WITH PUBLIC COMPANY EFFECTIVE DATES.
GUATE INC. has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS ACT which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result our financial statements may not be comparable to companies that comply with public company effective dates.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $80,000 as anticipated.
Gross offering
|
|
$20,000 |
|
|
$40,000 |
|
|
$60,000 |
|
|
$80,000 |
|
Offering Expenses
|
|
$ |
10,000 |
|
|
$ |
10,000 |
|
|
$ |
10,000 |
|
|
$ |
10,000 |
|
Net Proceeds
|
|
$ |
10,000 |
|
|
$ |
30,000 |
|
|
$ |
50,000 |
|
|
$ |
70,000 |
|
USE OF NET PROCEEDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal and professional fees
|
|
$ |
10,000 |
|
|
$ |
10,000 |
|
|
$ |
10,000 |
|
|
$ |
10,000 |
|
Web Development
|
|
$ |
0 |
|
|
$ |
5,000 |
|
|
$ |
5,000 |
|
|
$ |
8,000 |
|
Establishing an office
|
|
$ |
0 |
|
|
$ |
13,500 |
|
|
$ |
13,500 |
|
|
$ |
19,000 |
|
Advertising
|
|
$ |
0 |
|
|
$ |
1,500 |
|
|
$ |
1,500 |
|
|
$ |
1,500 |
|
Car
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
20,000 |
|
|
$ |
31,500 |
|
TOTAL APPLICATION OF NET PROCEEDS
|
|
$ |
10,000 |
|
|
$ |
30,000 |
|
|
$ |
50,000 |
|
|
$ |
70,000 |
|
We will allocate our proceeds as described in each of the scenarios described in the Use of Proceeds table and the following disclosures.
Regardless of the amount of funds raised we will initially seek to use the proceeds of the offering to cover our legal and professional fees of $10,000 for all of our scenarios.
$20,000
Offering expenses will include legal fees, accounting fees, audit fees, Edgar filling fees, transfer agent fees.
GUATE INC.’s legal and professional fees are estimated to be $10,000 for the year, regardless of the amount of funds raised in this offering.
If we raise more than $20,000 in this offering we will use our proceeds as follows under each offering scenario:
$40,000
Offering expenses will include legal fees, accounting fees, audit fees, Edgar filling fees, transfer agent fees;
GUATE INC’s legal and professional fees are estimated to be $10,000 for the year, regardless of the amount of funds raised in this offering.
Establishing an office will include all the costs of establishing and maintaining an office/storage space, furniture, technology (computers, printer, scanner etc), office supplies, communication (telephone, internet). To start establishing an office will cost us $2,000 for 2 laptops (one for Ms. Bamaca and one for Mr. Escobar), $5,000 for office furniture such as 2 office table sets with chairs, $2,500 for printers, scanners, Home Office software and other office supplies, and $1,500 for high speed internet and telephone services. We also intend to buy a professional camera with which we can take our own high quality professional pictures of different sights/cities/accommodations for our website. The cost is approx.. $2,500. We are currently using our director's home office for business purposes; we do not pay rent to Ms. Bamaca and have
no arrangements to pay the rent in the future.
Advertising column includes putting links of advertisement of our website on other websites, printing of flyers for our potential clients and browsers and a different set of flyers for our potential vendors. All of which will cost us $1,500. This will be the same for all of our scenarios.
Web development column will consist of costs of developing and hosting our website, potential upgrades and additions, Photoshop software to make the photos we take and post on our website seem more attractive, hiring professional help to make our website look inviting and easy to navigate. The cost of initial web development will be $3,500. We estimate that hired professional help to improve our website will cost us $1,000. Twelve months hosting with registration of our domain will cost the
Company $500.
Initially we will be using public transportation and/or taxi to go to meetings with our potential vendors and to deliver flyers to both vendors and potential clients. We are not including this expense in the use of proceeds table because these costs will be paid out of the revenue that we will generate. We will not use the proceeds from this offering to pay Ms. Bamaca for this expense.
$60,000
Offering expenses will include legal fees, accounting fees, audit fees, Edgar filling fees, transfer agent fees;
GUATE INC’s legal and professional fees are estimated to be $10,000 for the year, regardless of the amount of funds raised in this offering.
Establishing an office: will stay at $13,500
Advertising: will stay at $1,500.
Web development expenses: will stay at $5,000
Car expenses: will increase to $20,000 as we will purchase a car (2011-2013 Hyundai) to be able to drive to different cities to meet different vendors and promote our website and to get more contracts.
$80,000
Offering expenses will include legal fees, accounting fees, audit fees, Edgar filling fees, transfer agent fees;
GUATE INC’s legal and professional fees are estimated to be $10,000 for the year, regardless of the amount of funds raised in this offering.
Establishing an office expenses: will increase to $19,000 as we will purchase additional computers and furniture and we will rent an office space with storage (approximately 500 sq. feet) in the center of Guatemala City.
Advertising: will stay at $1,500.
Web development expenses: will increase to $8,000 as another $3,000 will be paid to web developer to add additional features and improve our website.
Car expenses: will increase to $31,500 as we will buy another car (2007-2008 Chevrolet Chrysler) that Mr. Escobar can use in order to go to meetings with current and potential clients.
We depend on funds from this public offering. If we raise less than 25% of the offering, we will not have enough money to cover our offering expenses and professional fees necessary to remain current with our reporting obligations. We will also to raise additional funds through the sale of our common stock or obtain additional loans from our director. We do not have any arrangements to raise additional funds or obtain loans as of today.
We intend to hire two employees as soon as our operations grow estimated to be at the end of December 2014. Our employees will be compensated solely by commission payments based on their performance. The payment to our employees will come from our product sales. Proceeds of this offering will not be used to pay our employees.
If necessary, Ms. Bamaca, our president has verbally agreed to loan the company funds to complete the registration process and to implement our complete business plan.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.
The price of the current offering is fixed at $0.02 per common share. This price is significantly higher than the price paid by our director and officers for common equity since the Company’s inception on November 12, 2013. There are 6,000,000 shares of common stock issued and outstanding as of the date of this prospectus.
Ms. Bamaca, our director and president, paid $.001 per share for the 6,000,000 common shares.
Assuming completion of the offering, there will be up to 10,000,000 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels.
Funding Level
|
|
$80,000 |
|
|
$60,000 |
|
|
$40,000 |
|
|
$20,000 |
|
Percentage of funding
|
|
|
100 |
% |
|
|
75 |
% |
|
|
50 |
% |
|
|
25 |
% |
Amount of new funding
|
|
$ |
80,000 |
|
|
$ |
60,000 |
|
|
$ |
40,000 |
|
|
$ |
20,000 |
|
Offering price
|
|
$ |
0.02 |
|
|
$ |
0.02 |
|
|
$ |
0.02 |
|
|
$ |
0.02 |
|
Shares after offering
|
|
|
10,000,000 |
|
|
|
9,000,000 |
|
|
|
8,000,000 |
|
|
|
7,000,000 |
|
Book value before Offering per share
|
|
$ |
0.0009 |
|
|
$ |
0.0009 |
|
|
$ |
0.0009 |
|
|
$ |
0.0009 |
|
Increase per share
|
|
$ |
0.0076 |
|
|
$ |
0.0064 |
|
|
$ |
0.0048 |
|
|
$ |
0.0027 |
|
Book value after Offering per share
|
|
$ |
0.0085 |
|
|
$ |
0.0073 |
|
|
$ |
0.0057 |
|
|
$ |
0.0036 |
|
Dilution to investors
|
|
$ |
0.0115 |
|
|
$ |
0.0127 |
|
|
$ |
0.0143 |
|
|
$ |
0.0164 |
|
Dilution as percentage
|
|
|
57 |
% |
|
|
64 |
% |
|
|
72 |
% |
|
|
82 |
% |
As of December 31, 2013, the net tangible book value of our shares of common stock was $6,000 or approximately $ 0.001 per share based upon 6,000,000 shares outstanding.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Our cash balance is $ 2,326.70 as of April 3 , 201 4 . We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Ms. Bamaca, our president, who has informally agreed to advance funds to us. Our president has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to achieve our business plan goals, we will need the funding from this offering. We are a development stage company and have generated no revenue to date.
Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.
PLAN OF OPERATION
Our sales and marketing strategy will expand our customer's base as quickly as possible. The marketing thrust will consist of direct contact to the responsible personnel at hotels, hostels, spas, restaurants, coffee places, tour and bus agencies etc. and direct mailing to new high worth individuals using the resources of a list company.
We will not be conducting any product research or development. We do not expect to purchase or sell plant of any kind. Upon completion of our public offering, our specific goal is to profitably promote our website.
If we are able to raise the maximum amount in this offering our plan of operations is as follows:
LEGAL AND PROFESSIONAL FEES
Professional fees that we expect to incur in the next twelve months are estimated to be $10,000.
ESTABLISHING AN OFFICE
We plan to purchase additional computers and furniture as well as we will rent a bigger office space with storage (approximately 500 sq. feet) in the center of Guatemala City. Cost of lease and furniture expenses for a year $19,000.
ADVERTISING OUR WEBSITE TO POTENTIAL VENDORS/CLIENTS
Once we have our website working functionally we plan to advertise it to the vendors and to the public by printing flyers, putting advertisement links of our website on other sites. The cost to us will approximately be $1,500.
The Company will also begin blogging, e-newsletters, social networking (facebook/ twitter), searching engine optimizer (SEO).
We will follow up with our current vendors/clients and try to generate new referrals as well as continue looking for potential customers throughout the territory of Central America.
WEB DEVELOPMENT
Twelve months hosting with registration of our domain will cost
the company $500 (
www.hostgator.com). To create our
website we will pay a web creating and designing firm approx. $3,500. The
website will include different sections such as: Guatemala History/Culture, Where to go, Where to stay, What to do, Travel tips, and Traveler’s Blog. It will also have twitter and facebook link to our promotional pages there. We will pay additional $1,000 to add slideshows realized in 3D, video galleries, an option of rating places and services as well as an option to comment on articles.
If we are able to raise the maximum amount of this offering we plan to hire the designer to make major page code and/or graphics changes in addition to updating links and making minor changes to a sentences and/or paragraphs. This will cost us additional
$3,000.