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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Hunt for Travel, Inc.
(Exact Name of Registrant in its Charter)
Nevada | | 7200 | | 27-1497347 |
(State or other Jurisdiction of Incorporation) | | (Primary Standard Industrial Classification Code) | | (IRS Employer Identification No.) |
Hunt for Travel, Inc.
90122 Hoey Road
Chapel Hill, North Carolina 27517
Tel.: (919) 933-2720(919)-889-9461 (Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)
CSC Services of Nevada
502 East John Street
Carson City, Nevada 89706
(Name, Address and Telephone Number of Agent for Service)
Copies of communications to:
Gregg E. Jaclin, Esq.
Anslow & Jaclin, LLP
195 Route 9 South, Suite204
Manalapan, NJ 07726
Tel. No.: (732) 409-1212
Fax No.: (732) 577-1188
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
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. o
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. o
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 12b2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the Share Exchange on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,̶ 1; “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.
CALCULATION OF REGISTRATION FEE
Title of Each Class Of Securities to be Registered | | | | Proposed Maximum Aggregate Offering Price per share | | Proposed Maximum Aggregate Offering Price | | | | | | | Proposed Maximum Aggregate Offering Price per share | | Proposed Maximum Aggregate Offering Price | | | |
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Common Stock, $0.0001 par value per share | | | | $ | 0.10 | | $ | | | $ | 13.46 | | | | | $ | 0.15 | | $ | | | $ | | |
(1) This Registration Statement covers the resale by our selling shareholders of up to 1,887,500 shares of common stock previously issued to such selling shareholders.
(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.10$0.15 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
Subject to completion, dated OctoberMarch __, 20102011
Hunt for Travel, Inc.
1,887,500 1,887,500 SHARES OFCOMMON STOCK
The selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus. We will not receive any proceeds from the sale of the common stock covered by this prospectus.The selling shareholders will receive $0.15 per share or an aggregate of $283,125 if all of the shares are sold.
Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock. Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.10$0.15 per share until our common stock is quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have ag reedagreed to bear the expenses relating to the registration of the shares of the selling security holders.
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 73 to read about factors you should consider before buying shares of our common stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of This Prospectus is: _______, 20102011
TABLE OF CONTENTS
ITEM 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.Charges
This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Company,” “we,” “us” and “our” refer to Hunt for Travel, Inc.
Overview
We were incorporated in the State of Nevada on December 15, 2009 as Hunt for Travel, Inc.
We are a development stage company that plans to design and market enrichment and affinity travel excursions throughout the world for U.S. travelers who seek unique opportunities and experiences. Enrichment and affinity travel sometimes is referred to as “destination” travel includes trips to destinations that provide dancing (Argentine Tango, Samba, Paso Doble), food (hands-on and/or demonstrations), wine (tasting or making), sports (volleyball, softball, handball), exotic-out-of-the-way locales, family reunions and destination weddings.
We plan to act as a travel consultant that advises clients, primarily in the Research Triangle area of North Carolina, by planning excursions, assisting with bookings and identifying group traveling packages that may be of interest to our clients. In addition, we plan to occasionally guide specialty enrichment or adventure tours.tours, leading groups on destination excursions that include a focus on the types of activities listed previously such as food and cooking, wine tasting or physical activities such as biking. These travel experiences are to be designed to challenge client travelers physically, spiritually and intellectually.
Our specific services include investigating/researching specific companies providing services/destinations that clients are interested in - or suggest alternatives. We will also investigate/research countries/areas where travel/service is desired.
Our target market includes:
· | Up-scale, well-educated, professionals, affluent travelers |
· | Up-scale, well-educated, young professionals |
· | Up-scale, well-educated, affluent retired (or semi-retired) travelers |
· | Religious organizations in local area |
We do not consider our self a blank check company.
For the period from December 15, 2009 (inception) to the year ended June 30, 2010, we had $475 in revenue. Operating Expenses from inception to June 30, 2010 totaled $35,354 resulting in a net loss of ($34,895). We had $144,260 in total assets as of June 30, 2010. Additionally, our independent auditor’s report expresses substantial doubt about our ability to continue as a going concern.
For the six month period ended December , 2010, we had $350 in revenue. Operating Expenses for the six month period ended December 31 , 2010 totaled $ 60 ,905 resulting in a net loss of ($ 60,555 ) . We had $89,979 in total assets as of December 31 , 2010. Additionally, our independent auditor’s expresses substantial doubt about our ability to continue as a going concern.
We will receive no proceeds from this offering. We have no current plans for financing.
The company currently has $ 89,779 of cash on hand and has a “burn rate” of approximately $10,000 a month. At the current rate the company has sufficient cash to last for 8 months. The company estimates that it will require approximately $36,000 to complete the plan of operation.
All of our revenues were generated from one customer.
Where You Can Find Us
Our principal executive office is located at 90122 Hoey Road Chapel Hill, North Carolina, 27517. Our telephone number is (919) 933-2720. (919)-889-9461.
The Offering
Common stock offered by selling security holders | | 1,887,500 1,887,500 shares of common stock. This number represents 27.4% of our current outstanding common stock (1).
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Common stock outstanding before the offering | | |
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Common stock outstanding after the offering | | 6,887,5006,887,500 common shares as of October 4, 2010.March 3 , 2011.
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| | The selling security holders will determine when and how they will sell the common stock offered in this prospectus. |
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Termination of the Offering | | The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect. |
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| | We are not selling any shares of the common stock covered by this prospectus. |
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| | The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 4. |
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(1) Based on 6,887,500 shares of common stock outstanding as of October 4, 2010.March 3 , 2011.
The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception December 15, 2009 through June 30, 2010 are derived from our audited financial statements. The statement of operations and balance sheet data from July 1, 2010 through December 31, 2010 are derived from our unaudited financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.
| | For the Period
from Inception
(December 15, 2009)
Through
June 30, 2010
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STATEMENT OF OPERATIONS | | | |
Revenues | | $ | 475 | |
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General and Administrative Expenses
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| | For the Period from Inception (December 15, 2009) through December 31, 2010 (unaudited) | | | For the Period from Inception (December 15, 2009) Through June 30, 2010 | |
STATEMENT OF OPERATIONS | | | | | | |
Revenues | | $ | 825 | | | $ | 475 | |
Professional Fees | | | 86,577 | | | | 31,755 | |
General and Administrative Expenses | | | 9,682 | | | | 3,599 | |
Other Expense | | | (16 | ) | | | 16 | |
Total Expenses | | | 96,275 | | | | 35,370 | |
Net Loss | | $ | (95,450 | ) | | $ | (34,895 | ) |
| | | | As of December 30, 2010 (unaudited) | | | As of June 30, 2010 | | BALANCE SHEET DATA | | | | | | | | | | | | | | Cash | | $ | 89,779 | | | $ | 143,033 | | Total Assets | | | 89,979 | | | | 144,260 | | Total Liabilities | | | 6,104 | | | | 2,855 | | Stockholders’ Equity | | $ | 83,875 | | | $ | 144,260 | |
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BALANCE SHEET DATA | | | |
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The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our common stock.
Risks Related to Our Business
OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has generated minimal revenue. We have used cash in operations of $30,067($83,746) from inception and has a net loss since inception of $34,895.($95,450). This raises substantial doubt about our ability to continue as a going concern.
WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.
We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our customer base and our brand name. In addition, we also face many of the risks and difficulties inherent in gaining market share as a new company:
· Develop an effective business plan;
· Meet customer standards;
· Attain customer loyalty;
· Develop and upgrade our service;
Our future will depend on our ability to bring our service to the market place, which requires careful planning without incurring unnecessary cost and expense.
IF WE ARE NOT ABLE TO LOCATE TRAVELERS WILLING TO PAY FOR TRAVEL SERVICES WE MAY HAVE TO CEASE OPERATIONS.
The Company’s principal business strategy is to design and market enrichment travel excursions, sometimes also referred to as adventure travel excursions. The travel industry in general is ruled by lowest price. The Company hopes to reach travelers who are willing and able to pay for expert travel design services and it may be difficult to find these travelers in numbers large enough to make the business model work for profitability. If we are unable to locate travelers willing to pay for travel services we may not be able to continue our business operations.
UNCERTAINTY AND ADVERSE CHANGES IN THE GENERAL ECONOMIC CONDITIONS OF MARKETS IN WHICH WE PARTICIPATE MAY NEGATIVELY AFFECT OUR BUSINESS.
Current and future conditions in the economy have an inherent degree of uncertainty. It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets in which we participate. As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole. Adverse changes may occur as a result of soft global economic conditions, rising oil prices, wavering consumer confidence, unemployment, declines in stock markets, contraction of credit availability, or other factors affecting economic conditions in general. These changes may negatively affect theour sales ofor increase our products, increase exposure to losses from bad debts, increaselosses.
OUR SOLE OFFICER HAS THE ABILITY TO DETERMINE HER SALARY AND PERQUISITES WHICH MAYCAUSE OF TO HAVE A LACK OF FUNDS AVAILABLE FOR NET INCOME.
Because our sole officer has the costdiscretion to determine her salary and decrease the availability of financing, or increase costs associated with manufacturing and distributing our recycled rubber products.
WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS. IF WE FAIL TO OBTAIN ADDITIONAL CAPITAL WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN.
The development of our services will require the commitment of substantial resources to implement our business plan. Currently,perquisites we may have no established bank-financing arrangements. Therefore, itnet income. If our sole officer determines her salary that is likely we would need to seek additional financing through subsequent future private offering ofat a level above our equity securities, or through strategic partnerships and other arrangements with corporate partners. We have no current plans for additional financing.
We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, wepotential earnings the company may not be able to implement our business development plan or continue our business operations.have funds available. Our sole officer has sole discretion over the determination of her salary.
OUR PRINCIPAL STOCKHOLDER HAS SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL OTHER STOCKHOLDERS
Our sole officer and director controls approximately 72.59% of our current outstanding shares of voting common stock. He may be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may expedite approvals of company decisions, or have the effect of delaying or preventing a change in control or be in the best interests of all our stockholders.
AS A SMALLER TRAVEL COMPANY WITH REPORTING OBLIGATIONS WE MAY BE AT A COMPETITIVE DISADVANTAGE TO OTHER TRAVEL COMPANIES.
Because the travel market is competitive, driven in part by costs and consists of mostly non-public reporting companies we may be at a competitive disadvantage because of our reporting obligations. We face additional expenses, which a private travel company does not such as PCAOB auditor fees, Edgar filing fees and legal fee fees related to our SEC reporting obligations. Other non-public travel company’s do not incur these costs; we are at a competitive disadvantage to our competitors because of this.
OUR SOLE OFFICER AND DIRECTOR CURRENTLY WORKS AS A PART-TIME TRAVEL AGENT WHICH MAY POTENTIALLY LEAD TO A CONFLICT OF INTEREST.
Our sole officer and director currently serves as a part time travel agent at Traveling of Chapel Hill, this may lead to a conflict of interest which may lead to a loss of business opportunities. If our sole officer/director current part-time employment may divert potential clients and business opportunities for the Company to her current employer, this may have an adverse consequence on our potential revenues. Our sole officer and director may be unable to spend adequate time developing the Company’s business because of her current part time employment.
WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.
We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract a ndand retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.
BECAUSE OUR SOLE OFFICER AND DIRECTOR OCCUPIES ALL CORPORATE POSITIONS IT MAY BE IMPOSSIBLE TO HAVE ADEQUATE INTERNAL CONTROLS.
Our sole officer faces inherent limitations over the implementation of internal controls for financial reporting which may not prevent or detect misstatements. Our sole officer will be unable to segregate duties or properly control every aspect of the Company’s operation. This may lead to a system of internal controls that is ineffective.
THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.
Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.
Risk Related To Our Capital Stock
WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.
Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
THE OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR PRIVATE OFFERING PLUS AN INCREASE OF $0.05, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.10$0.15 per share for the shares of common stock was determined based on the price of our private offering.offering plus an increase of $0.05. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.
YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 105,000,000 shares of capital stock consisting of 100,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share.
We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the pric eprice at which shares of our common stock are currently quoted on the OTCBB.
OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable inves tmentinvestment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.
Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined by the price of the common stock that was sold to our security holders pursuant to an exemption under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated under the Securities Act of 1933.1933 plus an increase of $0.05.
The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.
Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.
The common stock to be sold by the selling shareholders are provided in the “Selling Security Holders” section is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.
The common shares being offered for resale by the selling security holders consist of the 1,887,500 shares of our common stock held by each of the selling stockholders as of October 4, 2010.March 3 , 2011. Such shareholders include the holders of the 1,887,500 shares sold in our private offering pursuant to Regulation D Rule 506 completed in September 2010 at an offering price of $0.10.
The following table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of the selling stockholders as of October 4, 2010March 3 , 2011 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
Name | Shares Beneficially Owned Prior To Offering | Shares to be Offered | Amount Beneficially Owned After Offering | Percent Beneficially Owned After Offering | Shares Beneficially Owned Prior To Offering | Shares to be Offered | Amount Beneficially Owned After Offering | Percent Beneficially Owned After Offering |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | |
| | | | 50,000 | 0 | 0% |
| | | | 30,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 15,000 | 0 | 0% |
| | | | 40,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 10,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 250,000 | 0 | 0% |
| | | | 150,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | | 20,000 | 20,000 | 0 | 0% |
| | | | 50,000 | 0 | 0% |
| | | | | 50,000 | 50,000 | 0 | 0% |
| | | | |
| | | | |
| | | | |
Kinjel Desai | | 2,500 | 0 | 0% |
Deborah Lovig | | 2,500 | 0 | 0% |
Rachel Searles | 10,000 | 0 | 0% | 10,000 | 0 | 0% |
Roya Monajem | | 2,500 | 0 | 0% |
Amy Weiss | | 2,500 | 0 | 0% |
Gary W. Willard | | 2,500 | 0 | 0% |
* Christopher and Stephanie Baumgartner are married and have beneficial and dispositive control over the common shares owned by each other.
* Daniel Poirier and Monique Halpin-Poirier are married and have beneficial and dispositive control over the common shares owned by each other.
* John Linderman and Celia Linderman are married and have beneficial and dispositive control over the common shares owned by each other.
There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.
To our knowledge, none of the selling shareholders or their beneficial owners:
- | has had a material relationship with us other than as a shareholder at any time within the past three years; or |
- | has ever been one of our officers or directors or an officer or director of our predecessors or affiliates; or |
- | are broker-dealers or affiliated with broker-dealers. |
Plan of Distribution
The selling security holders may sell some or all of their shares at a fixed price of $0.10$0.15 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.10$0.15 until a market develops for the stock.
Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
· | ordinary brokers transactions, which may include long or short sales; |
· | transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading; |
· | through direct sales to purchasers or sales effected through agents; |
· | through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); or |
· | any combination of the foregoing; |
In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling security holders are broker-dealers or affiliates of broker dealers.
We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of th ethe registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $40,000.00.$40,000.
Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.
Description of Securities to be Registered
General
We are authorized to issue an aggregate number of 105,000,000 shares of capital stock, of which 100,000,000 shares are common stock, $0.0001 par value per share, and there are 5,000,000 preferred shares, $0.0001 par value per share authorized.
Common Stock
We are authorized to issue 100,000,000 shares of common stock, $0.0001 par value per share. Currently we have 6,887,500 shares of common stock issued and outstanding.
Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.
Preferred Stock
We are authorized to issue 5,000,000 shares of preferred stock, $0.0001 par value per share. Currently we have no shares of preferred stock issued and outstanding.
Dividends
We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Warrants
There are no outstanding warrants to purchase our securities.
Options
There are no outstanding options to purchase our securities.
Transfer Agent and Registrar
Currently we do not have a stock transfer agent. We intend to engage a transfer agent in the near future.
Interests of Named Experts and Counsel
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Anslow & Jaclin, LLP located at 195 Route 9 South, Suite 204, Manalapan, NJ 07726 will pass on the validity of the common stock being offered pursuant to this registration statement.
The financial statements included in this prospectus and the registration statement have been audited by Webb & Company, P.A. to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
Information about the Registrant
Hunt for Travel, Inc. was incorporated on December 15, 2009 to design and market travel excursions featuring entertainment, adventure, intellectual stimulation and access to experts on topics related to the destinations they visit. This segment of the travel industry is referred to as enrichment or adventure travel.
The Company will not voluntarily send an annual report to shareholders. The Company will file reports with the Securities and Exchange Commission and the public may read a copy of any materials we file with the Commission. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.
Our business strategy is to generate revenue through typical travel industry commissions and mark-ups as well as consulting fees for customized trip and excursion planning. In addition, we intend to generate revenue through subscription fees to our monthly email newsletters, which can offer recommendations to travelers who wish to design and book their own enrichment trips.
We plan to market our services and newsletters to high-income individuals and affinity groups, such as country club members, private schools, alumni groups and wealth management organizations at banks and investment firms. The company is seeking lists to be used for contacting this audience. It is anticipated to cost minimal money, less than $5,000 for these lists. To reach a critical mass of high-income travelers, we plan to utilize social media that relies on referrals such as Twitter, Facebook and Linked In. In addition, we may choose to place banner ads on web sites that reach these groups or send emails to individuals who have opted-in to receive emails from these affinity groups. The company is currently seeking and advisor to assist with the social media marketing. The estimated cost for the media consultant is $1000 based on 4 hours at $250 per hour the company hopes to have this marketing strategy operational in the first quarter of 2011.
We plan to launch a web sitewww.hunt4travel.com to promote our enrichment offerings and we may develop a free subscription email newsletter that can be marketed through the web site and various social media vehicles. The newsletter can offer travel tips, consultation on enrichment opportunities and discounted pricing to subscribers. Subscribers may be charged a fee for access to information beyond the newsletter.
regular newsletter: a Second Page of the newsletter that offers special offerings, in-depth guides to certain destinations or tips for optimizing or extending trips.
Business Development
The Company seeks to develop mutually beneficial business relationships with tour operators and other enrichment travel consultants and begin offering programs for sale to U.S. travelers. The Company plans to launch a web site to begin marketing its services online. ImplementationThe company anticipates the cost of the website to be less than $10,000 and hopes to have it operational within 60 days of the effectiveness of this registration statement. However this date will in great part be determined by when the company has secured the services of the social media consultant. The company plans to have these parts of the marketing effort completed in the first quarter of 2011. The company estimates that it will cost approximately $2,500 to create the online newsletter and hopes to have that operational within 60 days of the effectiveness of this registration statement. However this will also be tied closely to the rest of the social media marketing strategy and thus looking for a roll out in the first quarter of 2011. The company also expects to spend some money cultivating relationships which means meeting with and talking with as many tour operators as is possible to see who has the offerings appropriate for the companies clientele (we currently have 4 clients) and the operators who can be trusted to deliver what they promise; and seeking marketing venues such as wedding shows but expects to spend no more than $10,000 for this work.