guate_s1.htm

Registration No. 333-__________

As filed with the Securities and Exchange Commission on January 28, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_________________________

GUATE TOURISM INC.

(Name of small business issuer in its charter)

Nevada		4700		EIN 33-1230673
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Number)		(IRS Employer Identification Number)

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.

2360 Corporate Circle Suite 400, Henderson NV 89074-7722

Tel: (702) 866-2500, Fax: (702) 866-2689

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

_________________________

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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount of Shares to be Registered		Proposed Maximum Offering Price per Share (1)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee

Common Stock		4,000,000	$	0.02	$	80,000	$	10.30

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act.

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.

	Offering Price Per Share		Commissions	Proceeds to Company Before Expenses

Common Stock	$	0.02	Not Applicable	$	80,000
Total	$	0.02	Not Applicable	$	80,000

Guate Inc. is a development stage company and currently has no operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion for Guate Tourism Inc. that includes a statement expressing substantial doubt as to our ability to continue as a going concern.

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.

TABLE OF CONTENTS

PROSPECTUS SUMMARY			5
RISK FACTORS			8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			12
USE OF PROCEEDS			12
DETERMINATION OF OFFERING PRICE			15
DILUTION			15
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS			16
DESCRIPTION OF BUSINESS			20
FACILITIES			22
EMPLOYEES AND EMPLOYMENT AGREEMENTS			22
LEGAL PROCEEDINGS			22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS			22
EXECUTIVE COMPENSATION			23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			25
PLAN OF DISTRIBUTION			26
DESCRIPTION OF SECURITIES			27
D DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES ACT LIABILITIES			27
LEGAL MATTERS			28
INTERESTS OF NAMED EXPERTS AND COUNSEL			28
EXPERTS			28
AVAILABLE INFORMATION			28
INDEX TO THE FINANCIAL STATEMENTS			32

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:

1.	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;

2.	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;

3.	On the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or

4.	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.’’

A “large accelerated filer” is an issuer that, at the end of its fiscal year, meets the following conditions:

1.	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;

2.	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

3.	It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act.

As an emerging growth company, exemptions from the following provisions are available to us:

1.	Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;

2.	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;

3.	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;

4.	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

5.	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.

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. We intend to put all the information including hotels, spas, tours, restaurants, bars and information about Guatemala on our website and free of charge for 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. The tourists around the world will 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. It will also have the blog where the travelers can leave their suggestions and tips for other travelers and where tourists around the world can connect with each other through commenting on blog, rating places and services, and through asking and answering questions of others. Our website will 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. The online travel website will be designed 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. It will recommend activities that are free for budget travelers and upscale activities for the higher spenders. We intend 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. We do not have any arrangements to raise additional funds at this time. In the event we fail to raise sufficient funds Ms. Bamaca plans to loan the money to the company. 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:		GUATE TOURISM INC.

Securities Being Offered:		4,000,000 shares of common stock

Price Per Share:		$0.02

Duration of the Offering:		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.

Net Proceeds:		$80,000 assuming the sale of all offered shares, of which there is no assurance.

Securities Issued and Outstanding:		There are 6,000,000 shares of common stock issued and outstanding as of the date of this prospectus. 6,000,000 shares held by our President, Blanca Bamaca.

Registration Costs:		We estimate our total offering registration costs to be approximately $10,000.

Risk Factors:		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.

RISK FACTORS

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.

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 December 31, 2013, we had cash in the amount of $5,484 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. Harris & Gillespie, PLLC, 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 3 local clients: Black Cat Hostels, Intercontinental hotel and Fodor’s Restaurant 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 AND ATTACHES THE SUBSCRIPTION.

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 PERSONAL, 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 personal, 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, HE 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, he 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. He will offer the shares to friends, family members, and business associates; however, there is no guarantee that he will be able to sell any of the shares. Unless he 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.

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). 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) 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), $2,500 for office furniture such as 2 office tables and 2 chairs, $2,500 for printers, scanners, Home Office software and other office supplies, and $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 $10,500

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 extra funds 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	%

Based on 6,000,000 common shares outstanding as of December 31, 2013 and total stockholder’s equity of $5,384 utilizing audited December 31, 2013 financial statements.

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 $5,484 as of December 31, 2013. 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 personal 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. Additional Future Website Maintenance to pages will be required for our website including updating links and making minor changes to a sentence or paragraph. It does not include major page reconstruction, new pages, discussion webs or navigation structure changes. 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 and additions. This will cost us additional $3,000.

BUYING A CAR, HIRING EMPLOYEES, NEW AGREEMENTS

For start we will be using public transportation and/or taxi to go to meetings of our potential vendors and to deliver flyers to both vendors and potential clients. We are not including the expense of public transportation 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.

We plan to purchase new cars for our operations. The number of new cars will depend on the amount of revenue that we have available. First we plan to purchase one car (2011-2013 Hyundai). Estimated cost: $20,000. If we are able to raise the maximum amount of this offering we plan to purchase a second car that can be used by Mr. Escobar or other employee (2007-2008 Chevrolet). Estimated cost $11,500.

In this term we also plan to hire one or two Sales Representatives and one or two Internet Technicians. Compensation will be in form or commission payment from sales.

Until we start have our website fully functional we do not believe that our operations will be profitable. If we are unable to attract customers to advertise on our website we may have to suspend or cease operations.

Ms. Bamaca, our president, will be devoting approximately 30 hours per week of her time to our operations. Once we expand operations, and are able to attract more and more clients to advertise with us, our president has agreed to commit more time as required. Because Ms. Bamaca will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Results of operations

From Inception November 12, 2013 to December 31, 2013

During this period we incorporated the company, prepared a business plan and started gathering and putting information in order to develop our website.

With the website fully functioning we intend to approach more clients/vendors as well as look for new places/creative ways to advertise our website and our vendors.

Once we have all of the information for our website we intend to hire web designers. The following sections will be added: Guatemala History/ Culture/ Where to go/ Where to stay/ What to do/ Travel tips/ Common Questions/ Traveler’s Blog. The public will be able to see and rate all different accommodations /restaurants/tour providers and places as well as to comment on Traveler’s blog and in Common Questions. The goal is to design a website to fully work in multiple browsers and multiple versions of code/pages. We will bring corporate design and clear message to the public around the World. We intend to have our website supported by the following versions: Microsoft® Internet Explorer versions 5 and higher, Netscape Navigator/ Communicator version 4 and higher, Mozilla Firefox version It will cost approx. $3,500 to complete our website at this time and $500 domain hosting for the year.

Our loss since inception is $616 for filing costs related to the incorporation of the Company and cost of Nevada business license and bank fees. In the first quarter we used our cash we had to pay expenses associated with this offering. Our current cash on hand will be used to pay the fees and expenses of this offering.

Since inception, we have sold a total of 6,000,000 shares of common stock to our secretary and our director for net proceeds of $6,000.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2013 the Company had $5,484 cash and our liabilities were $100, comprising of $100 owed to Blanca Bamaca, our president. Since inception through December 31, 2013, we have sold 6,000,000 shares of common stock. Mr. Bamaca our president has paid a price of $0.001 per share, for aggregate proceeds of $6,000.

To meet our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation. Proceed of $20,000 from this offering will be used for our offering expense and to cover professional fees in the next twelve months. To fully implement our business plan, we will need to raise the maximum amount sought after in this offering.

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

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The company anticipates over the next 12 months the cost of being a reporting public company will be approximately $10,000.

Management believes that current trends toward lower capital investment in start-up companies, volatility in the distribution industry will pose the most significant challenges to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

Should the Company fail to sell less than all its shares under this offering the Company would be forced to scale back or abort completely the implementation of its 12-month plan of operations.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company reports revenues and expenses using the cash basis method of accounting for financial and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.

INCOME TAXES

GUATE INC. accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used of financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Accounting Standards statements No. 107, “Disclosures About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company’s financial instruments consist primarily of cash.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.

DESCRIPTION OF BUSINESS

GENERAL

We were incorporated in the State of Nevada on November 12, 2013. Guate Tourism Inc. is an online tourist guide company in Guatemala helping public from all over the World to find the best accommodation/ restaurant/ tour/ city/ program etc. depending on their budget and interests.

At this stage, we have no revenues. The only operations we have engaged in are preparing our business plan and gathering information for the development of our website. Our potential client list consists of 3 companies ranging hotels to restaurants that want to advertise on our website.

The majority of our business will be marketed online to all the countries with access to Internet. All of our vendors/ clients will be initially from Guatemala but with the expansion of our company we will be adding advertisements from companies all over the World.

CONCEPT

The online travel guide website will have all the tools in one place. It will tend to both budget and luxury travelers. We intend to have history about the culture, different types of accommodation recommendations, restaurants, bars, shopping, tours, hikes, cities, bus companies, language schools etc. available to all.

The History/ Culture section will include the famous Mayan History and the way it changed our culture today, the beliefs and customs of Guatemala and its people. The section “Where to go” will include cities, mountains, villages, and lakes in the country that can be of interest to the foreign traveler. We plan to include some background history of each place and recommendations on when to visit in this section. In the section “Where to Stay” we will include all available hostels/ hotels/ resorts/ Bed & Breakfast/ campgrounds in Guatemala and its ratings. Moreover, the people that have visited or stayed in any of the above places can rate and leave a comment or a suggestion for other people to see. The section “ What to do” will have lists and links of different free and paid activities in the country, such as: diving, hiking, sightseeing, swimming, shopping, bird watching, spa treatments, language schools etc. It will also include information of Volunteer organizations for those travelers who would like to help out the community and information of cultural activities such as “knitting with the locals”, “learning how to make a pottery” or “ learn to cook traditional Mayan food” for the more adventurous travelers who want to immerse themselves into the Guatemalan culture. The “Travel tips” section will have information on the currency, weather, what clothes to bring, advises about water, language, and crime in the country as well as other little tips. In the “Common Questions” we will take the common questions travelers ask on different travel websites and agencies and include our answers below. It will also have an option of other travelers to leave their own answers/suggestions/comments. The “ Traveler’s Blog” will be specific to the travelers who would like to share their experiences about the culture and their travel in Guatemala, connect and meet other people staying in the country and recommend goods or services not already listed on our website.

CLIENTS/ VENDORS

The company's primary markets are: any hotel/ hostel/ resort/ camp ground/ bed & breakfast places, restaurants, bars, coffee places, shops, tours, language schools, non for profit organizations, bus companies etc. that look for ways to advertise their goods or services to the public around the World.

At this time we have engaged in preliminary talks with 3 potential clients: Black Cat hostels, InterContinental hotel and Fodor’s Restaurant in Guatemala. All of them have specified to us the type of the advertisement they would like to put on our fully functional website. However we did not execute any agreement with these clients and they do not have any obligation to advertise with us.

MARKETING

Initially, our main way of promoting our services will be by soliciting prospective clients directly and describing our website and the information available to all the public. Another way will be by arranging a meeting directly with the potential client through referrals.

Another main communications channel will be the digital media via Internet. We plan to promote our website through our Facebook and Twitter account as well as advertise it on other websites through click-on link advertisements. We will print business cards and have our website and our telephone number listed on it. We will print out flyers advertising our website for both public and the potential vendors.

Furthermore, we plan to leave our flyers in different hostels/hotels/restaurants for potential travelers in order to create more traffic on our website.

At last, the best marketing of our business will be our free information to public. There will be no cost to public, and will have all the information on one website. The information will be available for both budget and higher spenders with different needs and interests. The website will include both free and paid activities for the public.

CUSTOMER SERVICE

We intend to follow-up on our clients to see if any changes to their advertisement needs to be made or if they would like to add more link ads. We will follow up either by telephoning our clients or directly by arranging an appointment with one of the managers.

AGREEMENT

At this time we have no agreements.

PRICES AND PAYING

We will charge our clients for every time that the public clicks on their advertisement link. The price will vary depending on the page the link ad is on, the size and the format of the advertisement.

Payments by Clients shall be due upon receipt of the invoice at the end of each month. Customer agrees to make payment within 14 days. Upon the expiry of this deadline, Customers shall be in default of payment.

COMPETITION

Our competition will include other online guide websites in Guatemala with the similar information available. However, since Internet became a huge part of our lives, most travelers look for links and websites online in order to book any accommodation or go to any restaurant. Moreover, having rating, comment section, and the blog on our website will help the public connect with each other and share their experiences.

Our other competition will include travel guidebooks available in stores and in libraries. However, it takes a year to publish and print books and many of them become outdated and some do not have ratings nor comment sections. The books are also not free which makes most of the public turn to the quicker and cheaper solution such as online guide sites. There can be no assurance that we can maintain a competitive position against current or future competitors, particularly those with greater financial, marketing, service, and support, technical and other resources. Our failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by us may have a material adverse effect on our business, financial condition and results of operations.

INSURANCE

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us, which could cause us to cease operations.

EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.

We are a development stage company and currently have no employees.

OFFICES

Our office is currently located at Aldea San Luis Tuimuj, San Marcos, Guatemala. Our telephone number is (502)30346866. The office and storage space is provided by our director is free of charge. We do not pay any rent to Ms. Bamaca and there is no agreement to pay any rent in the future.

Upon selling 75% of our stock offering, we intend to rent an office (approx. 200 sq. feet) in the center of Guatemala City. As of the date of this prospectus, we have not sought or selected a new office sight and have no arrangement or lease agreement for the bigger storage.

GOVERNMENT REGULATION

We do not believe that government regulation will have a material impact on the way we conduct our business.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The names, ages and titles of our executive officers and director are as follows:

Name and Address of Executive Officers and Director	Age	Position

Blanca Bamaca Aldea San Luis Tuimuj San Marcos, Guatemala	25	President, Treasurer and Director

Franco Escobar Aldea San Luis Tuimuj San Marcos, Guatemala	40	Secretary

Blanca Bamaca has been our president since November 12, 2013. From 2006 to 2010 Ms. Bamaca studied Business and Advertising in the University of Guatemala. Starting from 2010 to present time she worked as a Manager in Sundowner Boutique hotel in San Marcos, Guatemala and part time devoting to starting up Guate Tourism Inc.

Franco Escobar, our secretary, studied at University of San Carlos where he majored in commerce from 1993 till 1997. From 1998-2005 Mr. Escobar worked as a Sales Manager in the ASO Marketing company. From 2005-2013 Mr. Escobar worked as a Marketing Specialist at ESOMAR, Guatemala. Presently, Mr. Escobar is devoting his time to management of Guate Tourism Inc. Currently he devotes 20 hours a week to GUATE INC.

TERM OF OFFICE

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Ms. Bamaca, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

SIGNIFICANT EMPLOYEES

We have no employees other than our President, Blanca Bamaca, who currently devotes approximately thirty hours per week to company matters and Franco Escobar, our secretary, who currently devotes 20 hours per week to our operations. As our business expands, Ms. Bamaca intends to devote as much time as the Board of Directors deems necessary to manage the affairs of the company.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary (collectively, the “Named Executive Officers”) from inception on November 12, 2013 until December 31, 2013:

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)

Blanca Bamaca, President, Treasurer	November 12, 2013 to December 31, 2013		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Franco Escobar, Secretary	November 12, 2013 to December 31, 2013		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

There are no current employment agreements between the company and its officers.

Blanca Bamaca currently devotes approximately thirty hours per week to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the company revenue will pass break-even point. At this time, we cannot accurately estimate when break-even point will occur to implement this compensation, or what the amount of the compensation will be.

Franco Escobar currently devotes approximately twenty hours per week to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company revenue will pass break-even point. At this time, we cannot accurately estimate when break-even point will occur to implement this compensation, or what the amount of the compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

DIRECTOR COMPENSATION

The following table sets forth director compensation as of December 31, 2013:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Blanca Bamaca		-0-		-0-		-0-		-0-		-0-		-0-		-0-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Blanca Bamaca will not be paid for any underwriting services that she performs on our behalf with respect to this offering.

At this time a shareholder and an officer Blanca Bamaca loaned $100 to the Company to open the bank account. The loan is unsecured, non-interest bearing and due on demand. The balance due to our shareholder and an officer was $100 as of December 31, 2013. The office and storage space is provided by our director is free of charge (approx. 100 sq. ft). We do not pay any rent to Ms. Bamaca and there is no agreement to pay any rent in the future.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 31, 2013 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage

Common Stock	Blanca Bamaca Aldea San Luis Tuimuj San Marcos, Guatemala	6,000,000 shares of common stock (director)		100	%

	Franco Escobar Aldea San Luis Tuimuj San Marcos, Guatemala	-		0	%

	Director and Executive officer as a group (2 persons)	6,000,000 shares of common stock		100	%

On December 31, 2013 there were 6,000,000 shares of our common stock issued and outstanding.

PLAN OF DISTRIBUTION

Guate Tourism Inc. has 6,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional of 4,000,000 shares of its common stock for sale at the price of $0.02 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.

In connection with the Company’s selling efforts in the offering, Blanca Bamaca will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Ms. Bamaca is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Ms. Bamaca will not be compensated in connection with her participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Blanca Bamaca not, nor has she been within the past 12 months, a broker or dealer, and she is not, nor has she been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Ms. Bamaca will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Our president will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

Guate Tourism Inc. will receive all proceeds from the sale of the 4,000,000 shares being offered. The price per share is fixed at $0.02 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the Over-the Counter Bulletin Board. 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, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.02.

The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.02 per share.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Guate Tourism Inc. has complied.

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

Guate Tourism Inc. will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2013 there were 6,000,000 shares of our common stock issued and outstanding that was held by one registered stockholder of record and no shares of preferred stock issued and outstanding.

COMMON STOCK

The following is a summary of the material rights and restrictions associated with our common stock.

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company; and (iii) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

ANTI-TAKEOVER LAW

Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the state of Nevada; and does business in the state of Nevada directly or through an affiliated corporation. Because of these conditions, the statute does not apply to our company.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment 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 one of our director, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

LEGAL MATTERS

An opinion regarding the validity of the issuance of the shares of our common stock offered hereby will be provided by Bauman & Associates Law Firm. A copy of the correspondence pursuant to which Bauman & Associates Law Firm provides that opinion is included as an exhibit to the registration statement of which this prospectus is a part.

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 exceeding $50,000, directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with Guate Tourism Inc. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

EXPERTS

Harris & Gillespie, PLLC, our independent registered public accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Harris & Gillespie, PLLC, has presented its report with respect to our audited financial statements.

AVAILABLE INFORMATION

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public through the SEC Internet site at www.sec.gov.

FINANCIAL STATEMENTS

The financial statements of GUATE INC. for the period ended December 31, 2013, and related notes, included in this prospectus have been audited by Harris & Gillespie, PLLC, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting .

GUATE TOURISM INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2013

GUATE TOURISM INC.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

DECEMBER 31, 2013

Report of Independent Registered Public Accounting Firm			F-1

Balance Sheet as of December 31, 2013			F-2

Statement of Operations for the period from November 12, 2013 (Date of Inception) to December 31, 2013			F-3

Statement of Stockholders’ Deficit as of December 31, 2013			F-4

Statement of Cash Flows for the period from November 12, 2013 (Date of Inception) to December 31, 2013			F-5

Notes to the Financial Statements			F-6 - F-8

THOMAS J. HARRIS

CERTIFIED PUBLIC ACCOUNTANT

3901 STONE WAY N., SUITE 202

SEATTLE, WA 98103

206.547.6050

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Guate Tourism, Inc.

We have audited the accompanying balance sheet of Guate Tourism, Inc. (A Development Stage Company) as of December 31, 2013, and the related statements of operations, stockholders’ deficit and cash flows for the period then ended and from (inception) November 12, 2013 through December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Guate Tourism, Inc. (A Development Stage Company) as of December 31, 2013 and from (inception) from November 12, 2013 through December 31, 2013 and the results of its operations and cash flows for the period then ended in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Seattle, Washington

January 14, 2014

F-1

GUATE TOURISM INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS OF DECEMBER 31, 2013

	December 31, 2013

ASSETS
Current Assets
Cash and cash equivalents	$	5,484
Total Current Assets		5,484

Fixed Assets
Equipment deposits		0
Total Fixed Assets		0

Total Assets	$	5,484

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Loan from director		100

Total Liabilities		100

Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 6,000,000 shares issued and outstanding		6,000
Additional paid in capital		0
Deficit accumulated during the development stage		(616	)
Total Stockholders’ Equity		5,384

Total Liabilities and Stockholders’ Equity	$	5,484

See accompanying notes to financial statements.

F-2

GUATE TOURISM INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM NOVEMBER 12, 2013 (INCEPTION) TO DECEMBER 31, 2013

	For the period from November 12, 2013 (Inception) to December 31, 2013

REVENUES	$	0

OPERATING EXPENSES
General and Administrative Expenses		616

TOTAL OPERATING EXPENSES		616

NET LOSS FROM OPERATIONS		(616	)

PROVISION FOR INCOME TAXES		0

NET LOSS	$	(616	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		6,000,000

See accompanying notes to financial statements.

F-3

GUATE TOURISM INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM NOVEMBER 12, 2013 (INCEPTION) TO DECEMBER 31, 2013

	Common Stock				Additional Paid-in		Deficit Accumulated during the Development			Total Stockholders’
	Shares		Amount		Capital		Stage			Equity

Inception, November 12, 2013		-	$	-	$	-	$	-		$	-

Shares issued for cash at $0.001 per share		6,000,000		6,000		-		-			6,000

Net loss for the year ended December 31, 2013		-		-		-		(616	)		(616	)

Balance, December 31, 2013		6,000,000	$	6,000	$	-	$	(616	)	$	5,384

See accompanying notes to financial statements.

F-4

GUATE TOURISM INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM NOVEMBER 12, 2013 (INCEPTION) TO DECEMBER 31, 2013

	For the period from November 12, 2013 (Inception) to December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(616	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Changes in assets and liabilities:
CASH FLOWS USED IN OPERATING ACTIVITIES		(616	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		6,000
Loans from director		100
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		6,100

NET INCREASE IN CASH		5,484
Cash, beginning of period		0
Cash, end of period	$	5,484

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0
Income taxes paid	$	0

See accompanying notes to financial statements.

F-5

GUATE TOURISM INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Guate Tourism, Inc. was incorporated under the laws of the State of Nevada on November 12, 2013. The Company has no business operations and is considered a development stage company, as defined by Accounting Standards Codification 915.10.05 “Accounting and Reporting by Development Stage Enterprises”. The company formed to promote tourism in Guatemala. Guate Tourism Inc. will position itself to take full advantage of the promoting tourism and advertising its vendors in Guatemala.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of December 31, 2013. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for year December 31, 2013.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,484 of cash as of December 31, 2013.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

F-6

GUATE TOURISM INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2013.

Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

Guate Tourism Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 4 – LOAN FROM DIRECTOR

On December 17, 2013, a director loaned $100 to the Company to open bank account. The loan was formally documented and is unsecured, non-interest bearing and due on demand.

The balance due to the director was $100 as of December 31, 2013.

NOTE 5 – COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On December 27, 2013, the Company issued 6,000,000 shares of common stock to a director for cash proceeds of $6,000 at $0.001 per share.

There were 6,000,000 shares of common stock issued and outstanding as of December 31, 2013.

F-7

GUATE TOURISM INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 7 – INCOME TAXES

As of December 31, 2013, the Company had net operating loss carry forwards of $616 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

	December 31, 2013
Federal income tax benefit attributable to:
Current Operations	$	209
Less: valuation allowance		(209	)
Net provision for Federal income taxes	$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	December 31, 2013
Deferred tax asset attributable to:
Net operating loss carryover	$	209
Less: valuation allowance		(209	)
Net deferred tax asset	$	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $616 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2013 through January 14, 2014 and has determined that it does not have any material subsequent events to disclose in these financial statements.

F-8

PROSPECTUS

4,000,000 SHARES OF COMMON STOCK

GUATE TOURISM INC.

_______________

Dealer Prospectus Delivery Obligation

Until _____________ ___, 2014, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

SEC Registration Fee	$	20
Printing Expenses	$	200
Auditor Fees and Expenses	$	6,000.00
Legal Fees and Expenses	$	3,280.00
Transfer Agent Fees	$	500
TOTAL	$	10,000.00

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant
3.2		Bylaws of the Registrant
5.1		Opinion re: Legality and Consent of Counsel
23.1		Consent of Legal Counsel (contained in exhibit 5.1)
23.2		Consent of Harris & Gillespie, PLLC

Dated: January 28, 2014	By:	/s/ Blanca Bamaca
		Blanca Bamaca
		Principal Executive Officer, Controller Principal Financial Officer, Director

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant
3.2		Bylaws of the Registrant
5.1		Opinion re: Legality and Consent of Counsel
23.1		Consent of Legal Counsel (contained in exhibit 5.1)
23.2		Consent of Harris & Gillespie, PLLC

	GUATE TOURISM INC. per:

	By:	/s/ Franco Escobar
		Franco Escobar,
		Secretary

	Very truly yours, BAUMAN & ASSOCIATES LAW FIRM

	By:	/s/ Frederick C. Bauman
		Frederick C. Bauman, Attorney


Thomas J. Harris
Certified Public Accountant