Nevada
|
27-1497347
|
|||
(State or other Jurisdiction of Incorporation)
|
(Primary Standard Industrial Classification Code)
|
(IRS Employer Identification No.)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
Title of Each Class Of Securities to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Aggregate
Offering Price
per share
|
Proposed Maximum
Aggregate
Offering Price
|
Amount of
Registration fee
|
||||||||||||
Common Stock, $0.0001 par value per share
|
1,887,500
|
$
|
0.10
|
$
|
188,750
|
$
|
13.46
|
PAGE
|
|
1
|
|
2
|
|
3
|
|
6
|
|
6
|
|
6
|
|
6
|
|
8
|
|
8
|
|
9
|
|
9
|
|
10
|
|
10
|
|
11
|
|
F-
|
|
12
|
|
13
|
|
14
|
|
14
|
|
Common stock offered by selling security holders
|
1,887,500 shares of common stock. This number represents 27.4% of our current outstanding common stock (1).
|
|
Common stock outstanding before the offering
|
5,000,000
|
|
Common stock outstanding after the offering
|
6,887,500 common shares as of October 4, 2010.
|
|
Terms of the Offering
|
The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
|
|
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.
|
|
Use of proceeds
|
We are not selling any shares of the common stock covered by this prospectus.
|
|
Risk Factors
|
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.
|
|
As of
June 30, 2010
|
||||
BALANCE SHEET DATA
|
||||
Cash
|
143,033
|
|||
Total Assets
|
144,260
|
|||
Total Liabilities
|
2,855
|
|||
Stockholders’ Equity
|
144,260
|
Name
|
Shares
Beneficially
Owned Prior
To Offering
|
Shares
to be
Offered
|
Amount
Beneficially
Owned
After
Offering
|
Percent
Beneficially
Owned
After
Offering
|
Christopher Baumgartner*
|
50,000
|
50,000
|
0
|
0%
|
Stephanie Baumgartner*
|
50,000
|
50,000
|
0
|
0%
|
Barden Culbreth
|
50,000
|
50,000
|
0
|
0%
|
David Daniel
|
50,000
|
50,000
|
0
|
0%
|
Lynn Daniel
|
50,000
|
50,000
|
0
|
0%
|
Kinjel Desai
|
2,500
|
2,500
|
0
|
0%
|
Elizabeth Floyd
|
50,000
|
50,000
|
0
|
0%
|
Phyllis Fuller
|
30,000
|
30,000
|
0
|
0%
|
Rodney A. Garnas
|
50,000
|
50,000
|
0
|
0%
|
Kenneth Gignac
|
15,000
|
15,000
|
0
|
0%
|
Gerald Golt
|
40,000
|
40,000
|
0
|
0%
|
Linda A. Hales
|
50,000
|
50,000
|
0
|
0%
|
Stephen M. Hales
|
50,000
|
50,000
|
0
|
0%
|
Monique Halpin-Poirier*
|
50,000
|
50,000
|
0
|
0%
|
Pamela G. Hanlin
|
50,000
|
50,000
|
0
|
0%
|
Patrick Harris
|
50,000
|
50,000
|
0
|
0%
|
Celia Linderman*
|
50,000
|
50,000
|
0
|
0%
|
John Linderman*
|
50,000
|
50,000
|
0
|
0%
|
Samuel M. Longiotti
|
50,000
|
50,000
|
0
|
0%
|
Deborah Lovig
|
2,500
|
2,500
|
0
|
0%
|
Karen Malinofski
|
50,000
|
50,000
|
0
|
0%
|
Matthew Musselwhite
|
50,000
|
50,000
|
0
|
0%
|
Damon Nahas
|
50,000
|
50,000
|
0
|
0%
|
James M. O’Connell
|
50,000
|
50,000
|
0
|
0%
|
Daniel Poirier*
|
50,000
|
50,000
|
0
|
0%
|
Nathan E. Queen
|
10,000
|
10,000
|
0
|
0%
|
Samantha Regner
|
50,000
|
50,000
|
0
|
0%
|
Jack Saum
|
250,000
|
250,000
|
0
|
0%
|
John Saum
|
150,000
|
150,000
|
0
|
0%
|
Craig E. Smith
|
50,000
|
50,000
|
0
|
0%
|
Kelli H. Smith
|
50,000
|
50,000
|
0
|
0%
|
Lori A. Wallace
|
50,000
|
50,000
|
0
|
0%
|
Don Walston
|
50,000
|
50,000
|
0
|
0%
|
Lawther Whitehead
|
20,000
|
20,000
|
0
|
0%
|
Benjamin Nelson Yeager
|
50,000
|
50,000
|
0
|
0%
|
Sharon Zimmerman
|
50,000
|
50,000
|
0
|
0%
|
Gary Williard
|
2,500
|
2,500
|
0
|
0%
|
Roya Monadjemi
|
2,500
|
2,500
|
0
|
0%
|
Amy Nammack-Weiss
|
2,500
|
2,500
|
0
|
0%
|
Rachel Searles
|
10,000 | 10,000 | 0 | 0% |
-
|
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.
|
· |
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;
|
·
|
No petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
·
|
The registrant has not been convicted in a criminal proceeding and is not named subject of a pending criminal proceeding
|
·
|
Such registrant was not the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
|
o
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
o
|
|
o
|
·
|
Such registrant was not the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed, suspended or
vacated, relating to an alleged violation of:
|
o | Any Federal or State securities or commodities law or regulation; or |
o
|
|
o
|
PAGE
|
F-1
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
|
PAGE
|
F-2
|
BALANCE SHEET AS OF JUNE 30, 2010.
|
PAGE
|
F-3
|
STATEMENT OF OPERATIONS FOR THE PERIOD FROM DECEMBER 15, 2009 (INCEPTION) TO JUNE 30, 2010.
|
PAGE
|
F-4
|
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM DECEMBER 15, 2009 (INCEPTION) TO JUNE 30, 2010.
|
PAGE
|
F-5
|
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM DECEMBER 15, 2009 (INCEPTION) TO JUNE 30, 2010.
|
PAGES
|
F-6 - F-10
|
NOTES TO FINANCIAL STATEMENTS.
|
Hunt For Travel, Inc.
|
||||
(A Development Stage Company)
|
||||
Statement of Operations
|
||||
For the period from December 15, 2009 (Inception) to June 30, 2010 | ||||
For the period from December 15, 2009
|
||||
(inception) to
June 30, 2010
|
||||
Revenue
|
$ | 475 | ||
Operating Expenses
|
||||
Professional fees
|
$ | 31,755 | ||
General and administrative
|
3,599 | |||
Total Operating Expenses
|
35,354 | |||
Loss from Operations
|
(34,879 | ) | ||
Other Expense
|
||||
Interest Expense
|
(16 | ) | ||
Total Other Income / (Expense) - net
|
(16 | ) | ||
LOSS FROM OPERATIONS BEFORE INCOME TAXES
|
(34,895 | ) | ||
Provision for Income Taxes
|
- | |||
NET LOSS
|
$ | (34,895 | ) | |
Net Loss Per Share - Basic and Diluted
|
$ | (0.01 | ) | |
Weighted average number of shares outstanding
|
6,031,269 | |||
during the year/period - Basic and Diluted
|
Hunt For Travel, Inc.
|
||||||||||||||||||||||||||||
(A Development Stage Company)
|
||||||||||||||||||||||||||||
Statement of Changes in Stockholders' Equity
|
||||||||||||||||||||||||||||
For the period from December 15, 2009 (Inception) to June 30, 2010
|
||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||
Preferred Stock
|
Common stock
|
Additional
|
accumulated during the
|
Total
|
||||||||||||||||||||||||
paid-in
|
development
|
Stockholders'
|
||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
stage
|
Equity
|
||||||||||||||||||||||
Balance December 15, 2009
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Common stock issued for services to founder ($0.0001 per share)
|
- | - | 4,000,000 | 400 | - | - | 400 | |||||||||||||||||||||
Common stock issued for cash to founder ($0.0001 per share)
|
1,000,000 | 100 | - | - | 100 | |||||||||||||||||||||||
Common stock issued for cash ($0.10/ per share)
|
- | - | 1,865,000 | 187 | 186,313 | - | 186,500 | |||||||||||||||||||||
Stock Offering Costs
|
- | - | - | - | (13,500 | ) | (13,500 | ) | ||||||||||||||||||||
In kind contribution of services
|
- | - | - | - | 2,800 | - | 2,800 | |||||||||||||||||||||
Net loss for the period December 15, 2009 (inception) to June 30, 2010
|
- | - | - | - | - | (34,895 | ) | (34,895 | ) | |||||||||||||||||||
Balance, June 30, 2010
|
- | $ | - | 6,865,000 | $ | 687 | $ | 175,613 | $ | (34,895 | ) | $ | 141,405 |
Hunt For Travel, Inc.
|
||||
(A Development Stage Company)
|
||||
Statement of Cash Flows
|
||||
For the period from December 15, 2009 (Inception) to June 30, 2010 | ||||
For the period from December 15, 2009
|
||||
(inception) to
June 30, 2010
|
||||
Cash Flows Used in Operating Activities:
|
||||
Net Loss
|
$ | (34,895 | ) | |
Adjustments to reconcile net loss to net cash used in operations
|
||||
In-kind contribution of services
|
2,800 | |||
Shares issued to founder for services
|
400 | |||
Changes in operating assets and liabilities:
|
||||
Increase in accounts receivable
|
(1,227 | ) | ||
Increase in accounts payable and accrued expenses
|
2,855 | |||
Net Cash Used In Operating Activities
|
(30,067 | ) | ||
Cash Flows From Financing Activities:
|
||||
Proceeds from issuance of common stock, net of offering costs
|
173,100 | |||
Net Cash Provided by Financing Activities
|
173,100 | |||
Net Increase in Cash
|
143,033 | |||
Cash at Beginning of Period
|
- | |||
Cash at End of Period
|
$ | 143,033 | ||
Supplemental disclosure of cash flow information:
|
||||
Cash paid for interest
|
$ | - | ||
Cash paid for taxes
|
$ | - |
NOTE 1
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
|
June 30, 2010
|
||||
Deferred tax liability:
|
$
|
-
|
||
Deferred tax asset
|
||||
Net Operating Loss Carryforward
|
12,220
|
|||
Valuation allowance
|
(12,220
|
) | ||
Net deferred tax asset
|
-
|
|||
Net deferred tax liability
|
$
|
-
|
||
June 30,
2010
|
||||
Federal
|
||||
Current
|
$
|
-
|
||
Deferred
|
-
|
|||
$
|
-
|
|||
State and Local
|
||||
Current
|
$
|
-
|
||
Deferred
|
-
|
|||
$
|
-
|
|||
For the Period Ended
June 30,
|
||||
2010
|
||||
Statutory rate applied to earnings before income taxes:
|
$
|
(13,454
|
) | |
Increase (decrease) in income taxes resulting from:
|
||||
State income taxes
|
-
|
|||
Change in deferred tax asset valuation allowance
|
12,220
|
|||
Non-deductible expenses
|
1,234
|
|||
Income Tax Expense
|
$
|
-
|
||
NOTE 2
|
STOCKHOLDERS’ EQUITY
|
Name
|
Age
|
Position
|
Carolyn Hunter
|
67
|
President, Chief Financial Officer, Secretary, Treasurer and Director
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation ($)
|
Non-Qualified Deferred Compensation Earnings
($)
|
All Other Compensation
($)
|
Totals
($)
|
|||||||||||||
Carolyn Hunter, President,
Chief Financial Officer,
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
$400*
|
$
|
400
|
|||||||||||
Treasurer, Secretary, Director
|
2010
|
$ |
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Name
|
|
|
Number of Shares Beneficially Owned
|
|
|
Percent of Class (1)
|
|
Carolyn Hunter
|
5,000,000
|
72.59%
|
|||||
90122 Hoey Road
Chapel Hill, NC 27517
|
|||||||
All Executive Officers and Directors as a group
(1 person)
|
|
|
5,000,000
|
|
|
72.59%
|
Securities and Exchange Commission registration fee
|
$
|
13.33
|
||
Federal Taxes
|
$
|
0
|
||
State Taxes and Fees
|
$
|
0
|
||
Transfer Agent Fees
|
$
|
0
|
||
Accounting fees and expenses
|
$
|
3,500
|
||
Legal fees and expense
|
$
|
35,000
|
||
Blue Sky fees and expenses
|
$
|
1,000
|
||
Miscellaneous
|
$
|
0
|
||
Total
|
$
|
39,513.33
|
Identity of Person
|
Amount of Shares
|
Christopher Baumgartner*
|
50,000
|
Stephanie Baumgartner*
|
50,000
|
Barden Culbreth
|
50,000
|
David Daniel*
|
50,000
|
Lynn Daniel*
|
50,000
|
Kinjel Desai
|
2,500
|
Elizabeth Floyd
|
50,000
|
Phyllis Fuller
|
30,000
|
Rodney A. Garnas
|
50,000
|
Kenneth Gignac
|
15,000
|
Gerald Golt
|
40,000
|
Linda A. Hales*
|
50,000
|
Stephen M. Hales*
|
50,000
|
Monique Halpin-Poirier
|
50,000
|
Pamela G. Hanlin
|
50,000
|
Patrick Harris
|
50,000
|
Celia Linderman*
|
50,000
|
John Linderman*
|
50,000
|
Samuel M. Longiotti
|
50,000
|
Deborah Lovig
|
2,500
|
Karen Malinofski
|
50,000
|
Matthew Musselwhite
|
50,000
|
Damon Nahas
|
50,000
|
James M. O’Connell
|
50,000
|
Daniel Poirier
|
50,000
|
Nathan E. Queen
|
10,000
|
Samantha Regner
|
50,000
|
Jack Saum
|
250,000
|
John Saum
|
150,000
|
Craig E. Smith*
|
50,000
|
Kelli H. Smith*
|
50,000
|
Lori A. Wallace
|
50,000
|
Don Walston
|
50,000
|
Lawther Whitehead
|
20,000
|
Benjamin Nelson Yeager
|
50,000
|
Sharon Zimmerman
|
50,000 |
Gary Williard
|
2,500 |
Roya Monadjemi
|
2,500 |
Amy Nammack-Weiss
|
2,500 |
Rachel Searles
|
10,000 |
-
|
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
|
-
|
are broker-dealers or affiliated with broker-dealers.
|
(A)
|
At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.
|
(B)
|
Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.
|
(C)
|
The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
|
(D)
|
None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
3.1
|
Articles of Incorporation
|
3.2
|
By-Laws
|
5.1
|
Opinion of Anslow & Jaclin, LLP
|
23.1
|
Consent of Webb & Company, P.A.
|
23.2
|
Consent of Counsel
|
Hunt for Travel, Inc. |
/s/
Carolyn Hunter
|
Name: Carolyn Hunter
Position: President,
Principal Executive Officer,
Principal Financial Officer
Principal Accounting Officer, Director
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
|
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
Document Number
20090859522-02
|
Filing Date and Time
12/15/2009 12:30 PM
|
|
Entity Number
E0640062009
|
Articles of Incorporation
(PURSUANT TO NRS CHAPTER 78)
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
1
. Name of
Corporation
|
HUNT FOR TRAVEL, INC.
|
||||||||
2.
Registered Agent
for Service of Process:
(check
only one box)
|
x
Commercial Registered Agent
|
CSC Services of Nevada
|
|||||||
o
Noncommercial Registered Agent
(name and address below)
|
OR
|
o
Office or Position with Entity
(name and address below)
|
|||||||
Name of Noncommercial Registered Agent
OR
Name of Title of Office or Other Position with Entity
|
|||||||||
Nevada
|
|||||||||
Street Address
|
City
|
Zip Code
|
|||||||
Nevada
|
|||||||||
Mailing Address (If different from street address)
|
City
|
Zip code
|
|||||||
3.
Authorized Stock
: (number of shares corporation is authorized to issue)
|
Number of shares
With par value:
|
100,000,000 shares common
5,000,000 shares preferred
|
Par value
Per share:
|
$0.001
|
Number of
Shares Without
par value:
|
||||
4.
Name and Addresses
Of the Board of Directors/Trustees:
(each Director/Trustee
must be a natural person
at least 18 years of age:
attach additional page if
more than two
directors/trustees)
|
1.
|
Carolyn Hunter
|
|||||||
Name
|
|||||||||
90122 Hoey
|
Chapel Hill
|
NC
|
27517
|
||||||
Street Address
|
City
|
State
|
Zip Code
|
||||||
2
|
|||||||||
Name
|
|||||||||
Street Address
|
City
|
State
|
Zip Code
|
||||||
5.
Purpose:
(optional –see Instructions)
|
The purpose of this corporation shall be:
|
||||||||
6.
Name, Address
And Signature of
Incorporator:
(attach additional pages if
more than one Incorporator)
|
Corporation Service Company
|
X
By:
/s/
Elizabeth R. Konieczny
|
|||||||
Name
|
Incorporator Signature: Elizabeth R. Konieczny
|
||||||||
502 EAST JOHN STREET
|
CARSON CITY
|
NV
|
89706
|
||||||
Address
|
City
|
State
|
Zip Code
|
||||||
7.
Certificate of
Acceptance of
Appointment of
Resident Agent
|
I hereby accept appointment as Resident Agent for the above named Entity.
CSC Services of Nevada, Inc.
|
||||||||
X By:
/s/
Elizabeth R. Konieczny
|
12/15/2009
|
||||||||
Authorized Signature or Registrant Agent or on Behalf of Registered Agent Entity
|
Date
|
||||||||
CORPORATE CHARTER
I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that
HUNT FOR TRAVEL, INC.,
did on
December 15, 2009, file in this office the original Articles
of Incorporation; that said Articles of Incorporation are now on file and of record in the
office of
the Secretary of State of the State of Nevada, and further, that said Articles contain all the
provisions required by the law of
said State of Nevada.
|
|
Certified By: Nita Hibshman
Certificate Number: C20091215-2101
You may verify this certificate
online at
http://www.nvsos.gov/
|
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at my office
on December 16, 2009
/s/ Ross Miller
Ross Miller
Secretary of State
|
By:
|
/s/ Anslow & Jaclin, LLP
|
ANSLOW & JACLIN, LLP
|