UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

 

FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

____________________________________

 

MEXICO SALES MADE EASY INC.

(Exact name of Registrant as specified in its charter)

____________________________________

 

1785 E. Sahara Ave. Suite 490-941

 Las Vegas, NV, 89104

(619) 616 2973

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

____________________________________

 

SPIEGEL & UTRERA P. A.

1785 E. Sahara Ave. Suite 490

 Las Vegas, NV, 89104

(888) 530 4500

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

____________________________________

 

Copy to:

Bonner & Associates

PO Box 971

La Jolla, CA   92038-0971

(619) 278-8326

____________________________________

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

____________________________________

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

 

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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

CALCULATION OF REGISTRATION FEE

 

 

The information in this prospectus may not be complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated November 14, 2016

 

 

 

PROSPECTUS

 

MEXICO SALES MADE EASY, INC.

 

264,000 Shares

Common Stock

 

This prospectus relates to an aggregate of up to 264,000 shares of our common stock which may be resold from time to time by the selling stockholder identified in this prospectus. The selling stockholder may acquire these shares by exercising options granted by us. The selling stockholder may sell these shares from time to time in the open market (at the prevailing market price) or in negotiated transactions.

 

You should read this prospectus and any prospectus supplement carefully before you invest. We will not receive any proceeds from the sale of the shares by the selling stockholder. We will however, receive the exercise price of the associated options, if the selling stockholder exercises the options. 

Our common stock is not listed, quoted or traded on any exchange or other marketplace. We intend to seek qualification for quotation by the OTC Bulletin Board, other marketplace, or exchange that may be available to us in the future. There can be no assurance that we will ever qualify for quotation anywhere. The recent sales price of our Common stock has been determined solely by us and is based upon certain factors considered relevant by us including, without limitation, management's estimation of our business potential and earnings prospects. This does not necessarily reflect the fair market value of our Common stock.

  

Investing in our common stock involves a high degree of risk. See "Risk Factors" for certain risks you should consider before purchasing any shares.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is November 14, 2016

 

 

TABLE OF CONTENTS

 

 

 

 

	Page
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
PROSPECTUS SUMMARY	1
RISK FACTORS	2
USE OF PROCEEDS	5
MARKET INFORMATION / PRICE RANGE OF COMMON STOCK / DIVIDENDS	6
BUSINESS	6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
MANAGEMENT	13
RELATED PARTY TRANSACTIONS	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	15
SELLING STOCKHOLDER	16
DESCRIPTION OF CAPITAL STOCK	18
PLAN OF DISTRIBUTION	21
LEGAL MATTERS	22
EXPERTS	22
WHERE YOU CAN FIND MORE INFORMATION	23
INDEX TO FINANCIAL STATEMENTS	F - 1

 

 

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission. You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation on behalf of Mexico Sales Made Easy Inc. that is different from that contained in this prospectus. You should not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered by this prospectus under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the date of delivery of this prospectus or of any sales of these securities. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus. This prospectus may be used only in jurisdictions where it is legal to sell these securities.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this prospectus are "forward-looking statements." These statements are based on the current expectations, forecasts, and assumptions of our management and are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are sometimes identified by language such as "believes," "anticipates," "estimates," "expects," "plans," "intends," "projects," "future" and similar expressions and may also include references to plans, strategies, objectives, and anticipated future performance as well as other statements that are not strictly historical in nature. The risks, uncertainties, and other factors that could cause our actual results to differ materially from those expressed or implied in this prospectus include, but are not limited to, those noted under the caption "Risk Factors" in this prospectus. Readers should carefully review this information as well the risks and other uncertainties described in other filings we may make after the date of this prospectus with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on forward-looking statements. They reflect opinions, assumptions, and estimates only as of the date they were made, and we undertake no obligation to publicly update or revise any forward-looking statements in this prospectus, whether as a result of new information, future events or circumstances, or otherwise.

 

   

PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before buying shares of our common stock. You should read the entire prospectus and any prospectus supplements carefully, especially the sections entitled "Caution Regarding Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," together with our financial statements and the related notes included elsewhere in this prospectus and in any prospectus supplements related hereto, before deciding to purchase shares of our common stock.

Mexico Sales Made Easy, Inc. provides business and management consulting services to assist companies interested in selling their products or otherwise doing business within Mexico.

Some of the consulting and support services currently provided include, coordination of trademark search and registration in Mexico, Labeling design and compliance consulting to meet the applicable requirements for the products to be sold in Mexico, also determining the proper Harmonized System (HS) classification administrated by the World Customs Organization for the products to be imported into and sold within Mexico. Additional consulting services are provided as may be required to assist companies exporting into Mexico.

We have recently purchased a license from Glazer Kennedy Insider Circle ("GKIC") enabling us to print, publish and use their products and to launch a GKIC like membership organization solely within the United Mexican States We also have the right to translate the materials into the Spanish language and print, publish, market and use the translated products solely within the United Mexican States. We intend to launch a similar membership organization throughout Mexico providing networking, coaching and development materials to entrepreneurs in Mexico.

For a more complete description of our business, please see "Business," in the prospectus.

All of the shares covered by this prospectus are being offered for resale by the selling stockholder named in this prospectus. We will not receive any proceeds from the sale of the shares. We will however receive the exercise price of the associated warrants, if the selling stockholder exercises the warrants. We intend to use such proceeds for general working capital purposes. See "Summary of the Offering" and "Use of Proceeds."

An investment in our common stock is speculative and involves substantial risks. You should read the "Risk Factors" section of this prospectus for a discussion of certain factors to consider carefully before deciding to invest in shares of our common stock.

Corporate information

Our principal executive offices are located at 1785 E. Sahara Ave. Suite 490, Las Vegas, NV, 89104 and our telephone number is (888) 530-4500. Our website is www.mexicosalesmadeeasy.com. The contents of our website are not incorporated by reference into this prospectus.

Summary of the Offering

 

 

RISK FACTORS

Your investment in our common stock involves a high degree of risk.  You should consider the risks described below and the other information contained in this prospectus carefully before deciding to invest in our common stock.  If any of the following risks actually occur, our business, financial condition and operating results could be harmed.  As a result, the trading price of our common stock could decline, and you could lose a part or all of your investment.

 

RISKS RELATED TO OUR BUSINESS

 

Nearly all of our revenue is dependent on our relationship with one customer. We must rely on the relationship our President has with this customer.

Of the Company's revenue earned during the years ended December 31, 2015 and 2014, approximately 98% and 99%, respectively, were generated from contracts with a customer to whom the President of MSME provides personal services. We intend to develop new revenues from more diverse sources. If we are unable to do this and we lose the current relationship with our President or our primary customer we will lose nearly all our revenue.  We intend to work to develop new product offerings and relationships.

 

We have a history of losses.  We may never be profitable.

Our operations have not been profitable.  We will be unable to achieve profitability unless we experience substantial revenue growth.  We may never be able to achieve or maintain profitability.

Demand for the services we currently offer and intend to provide are not yet well established.

The potential market for our services is not proven by our historical operations since our revenue is principally derived from a relate source. Our new intended services are proven to have market acceptance in the United States but it is not known if the business model will be successful in obtaining customers in Mexico.

  

We may need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute current stockholders' ownership interests.

We may need to raise additional capital in the future, which may not be available on reasonable terms or at all.  Our present cash flow from operations is insufficient to achieve our business plan.  We may need to raise additional funds through public or private debt or equity financings to meet various objectives including, but not limited to:

It can be difficult for companies, particularly smaller ones, to obtain equity or debt financing.

 

Any additional capital raised through the sale of equity or equity-backed securities may dilute current stockholders' ownership percentages and could also result in a decrease in the fair market value of our equity securities.  The terms of those securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect.

 

Debt securities, on the other hand, are senior to common stock, might contain onerous restrictive covenants, and must be repaid when they mature; and if we do not profitably use the money raised, we may not have enough cash on hand to repay the debt upon maturity without impairing our operations.

  

Furthermore, any debt or equity or other financing that we may need may not be available on terms favorable to us, or at all.  If we are unable to obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and, further, we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.

 

 

 

 

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs.  We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our reported financial results.

We may not be able to manage our growth effectively.

Our strategy envisions growing our business.  There can be no assurance that such growth will occur, either to the extent our strategy envisions or at all.  Even if we do grow, if we fail to manage our growth effectively our financial results could be adversely affected.  Growth may place a strain on our management systems and resources.  We must continue to refine and expand our business development capabilities, our systems and processes and our access to financing sources.  As we grow, we must continue to hire, train, supervise and manage new employees.  We cannot assure you that we will be able to:

 

 

If we are unable to manage our growth and our operations our financial results could be adversely affected.

 

If we fail to maintain an effective system of internal control over financial reporting and other business practices, and of Board-level oversight, we may not be able to report our financial results accurately or prevent and detect fraud and other improprieties.  Consequently, investors could lose confidence in our financial reporting, and this may decrease the value of our stock.

We must maintain effective internal controls to provide reliable financial reports and to prevent and detect fraud and other improprieties.  We are responsible to review and assess our internal controls and implement additional controls when improvement is needed.  Failure to implement any required changes to our internal controls or any others that we identify as necessary to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information.  Any such loss of confidence would have a negative effect on the market price of our stock.

 

Because we are relatively small, our internal control procedures may not be fully mature. We have limited internal personnel to implement procedures and must scale our procedures to be compatible with our resources. We also rely on outside professionals including accountants and attorneys to support our control procedures.

 

Also, and in any event, Sarbanes-Oxley Act requirements regarding internal control over financial reporting, and other internal controls over business practices, are costly to implement and maintain, and such costs are relatively more burdensome for smaller companies such as us than for larger companies.

 

We do not have an Audit Committee, a Compensation Committee or a Governance and Nominating Committee, composed of independent directors.  Accordingly, these Committees' oversight procedures and issues familiarity are not available to us.

 

Our management ranks are thin, and losing or failing to add key personnel could adversely affect our business.

Our future performance depends substantially on the continued service of our senior management and other key personnel, including personnel which we need to hire.  Our success depends upon the continued efforts of our senior management team.  We need to identify and hire additional senior managers to perform key tasks and roles.  We do not have key man life insurance on any of our personnel. We currently rely on the services of our sole officer and Director, Sandro Piancone who currently has approximately 20% of his time dedicated to the Company.

 

 

Applicable rules, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may be burdensome to us and/or make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business.

We may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for our effective management because of the rules and regulations that govern publicly-held companies.  The enactment of the Sarbanes-Oxley Act of 2002 has resulted in the issuance of a series of rules and regulations and the strengthening of existing rules and regulations by the SEC. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting roles as directors and executive officers.

 

Further, some of these requirements for board or committee membership, particularly with respect to an individual's independence from the corporation and level of experience in finance and accounting matters.  We may have difficulty attracting and retaining directors with the requisite qualifications.  If we are unable to attract and retain qualified officers and directors, the management of our business and our ability to obtain or retain listing of our common stock on any national securities exchange (assuming we elect to seek and are successful in obtaining such listing) could be adversely affected.

 

We have a history of related-party transactions.

Throughout our history we have engaged in related-party transactions with our directors, officers or related entities. In all related-party transactions, there is a risk that even if the Company personnel on the other side of the table from the related party are striving to ensure that the terms of the transaction are arms-length, the related party's influence may be such that the transaction terms could be viewed as favorable to that related-party. We do not currently have committees comprised of independent directors that can review proposed related-party transactions, but even such committees and procedures may be susceptible to the influences inherent to these types of transactions. Our financial statements and other disclosure in this prospectus provide specific information about our prior related-party transactions. We may engage in additional related-party transactions in the future.

  

RISKS RELATED TO OUR COMMON STOCK

 

Our common stock is not quoted publicly or traded on any national securities exchange.

Our common stock is not traded on any exchange or quoted on the OTC Bulletin Board and a market for our stock may never develop. The value of our common stock may be volatile and lack liquidity, all of which may adversely affect the market price of the common stock and our ability to raise additional capital.

 

Applicable SEC rules governing the trading of "penny stocks" limits the trading and liquidity of the common stock which may affect the trading price of the common stock.

Our common stock is not currently quoted on the OTC Bulletin Board or any National exchange. The most recent private sale was below $5.00 per share, and we have less than $2,000,000 of net tangible assets; therefore, the common stock is currently considered a "penny stock" and so is subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded.  These regulations require the delivery, before any transaction involving a penny stock, of a disclosure explaining the penny stock market and the associated risks; and certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser's written agreement to a transaction before sale.  In addition, margin regulations prevent low-priced stocks such as ours from being used as collateral for brokers' margin loans to investors.  These regulations have the effect of limiting the trading activity of the common stock and reducing the liquidity of an investment in our common stock.  In addition, many institutional investors, as a matter of policy, do not invest in stocks which are not traded on a national securities exchange and/or which trade for less than $5.00 per share (or some lower price point).

 

We do not expect any cash dividends to be paid on our common stock in the foreseeable future.

We have never declared or paid a cash dividend on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future.  We expect to use any future earnings, as well as any capital that may be raised in the future, to fund business growth.  Consequently, a stockholder's only opportunity to achieve a return on investment would be for the price of our common stock to appreciate and that stockholder to sell his or her shares at a profit.  We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

 

 

 

 

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common stock and our preferred stock.

We have issued common stock and other equity-based securities in support of our business objectives and initiatives.  In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders.  We are currently authorized to issue an aggregate of 210,000,000 shares of capital stock consisting of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock.  As of November 14, 2016, there were 10,000,000 Preferred shares outstanding, 2,132,000 shares of Common stock outstanding and 132,000 Common shares reserved for issuance upon exercise of warrants. The holders of such warrants can be expected to exercise them at a time when our common stock is at a market price higher than the exercise price of these outstanding warrants.  If these warrants to purchase our common stock are exercised or other equity interests are granted in the future, such equity interests will have a dilutive effect on your ownership of common stock.  We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes.  Such securities may be issued at below-market prices or, in any event, prices that are significantly lower than the price at which you may have paid for your shares.  The future issuance of any such securities may create downward pressure on, or dampen any upward trend in, the trading price of our common stock.

 

We are controlled by our CEO/major stockholder Sandro Piancone.

Sandro Piancone, our CEO, beneficially owns approximately 54.3% of our outstanding common stock, on a Rule 13d-3 basis, as of November 14, 2016.  Such concentrated control of the Company may adversely affect the price of our common stock.  Because of his high percentage of beneficial ownership, and his positions as an officer and director, Mr. Piancone may be able to control matters requiring the vote of stockholders, including the election of our Board of Directors and certain other significant corporate actions.  This control could delay, defer or prevent others from initiating a potential merger, takeover or other change in our control, even if these actions would benefit our other stockholders and us.  This control could adversely affect the voting and other rights of our stockholders and could depress the market price of our common stock.  Actions which Mr. Piancone determines to be in his best interest might not be in your (or even our) best interest.  If you acquire common stock, you may have no effective voice in the management of the Company.

 

We have issued and outstanding 10,000,000 shares of preferred stock that have super voting rights that could have the effect of deterring or delaying changes in incumbent management, proxy contests or changes in control.

The issued and outstanding Preferred shares have 10 for 1 voting rights which could have the effect of deterring or delaying attempts by our Common stockholders to remove or replace management, engage in proxy contests and/or effect changes in control.  We have 2,132,000 issued and outstanding Common share which have one vote for each share. The 10,000,000 issued Preferred shares would be able to cast 100,000,000 votes on most matters that Common shareholders could vote. This results in the Preferred shareholders having significantly more influence in shareholder votes.  

USE OF PROCEEDS

We will not receive any proceeds from the sales, if any, of the common stock covered by this prospectus. All net proceeds from the sale of the common stock covered by this prospectus will go to the selling stockholder. See "Selling Stockholder" and "Plan of Distribution" described below. We will however receive proceeds from any exercise of the options covered by this prospectus.  We intend to use such proceeds for general working capital purposes.

Market Information

No established public market exists for our common stock, and a public market may never develop. Our Common stock is not currently traded on any national securities exchange or quoted on the OTC Bulletin Board under any symbol. The most recent sales of our common stock was in September of 2015 for $0.25 per share and included a warrant exercisable for one common share at $0.50.

 

 

 

Holders

As of November 14, 2016, we had issued and outstanding 2,132,000 shares of common stock, held by approximately 31 stockholders of record. This does not include the 3 holders of 10,000,000 shares of Preferred stock which are convertible into 20,000,000 shares of common stock.

In addition, as of November 14, 2016, we had outstanding warrants to acquire 132,000 shares of common stock.

Dividends

We have never paid or declared any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future but rather intend to retain future earnings, if any, for reinvestment in our future business. Any future determination to pay cash dividends will be in compliance with our contractual obligations and otherwise at the discretion of the board of directors and based upon our financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevant.

 

 

 BUSINESS

General

Mexico Sales Made Easy, Inc. currently provides business and management consulting services to assist companies interested in selling their products or otherwise doing business within Mexico.

Some of the consulting and support services currently provided include, coordination of trademark search and registration in Mexico, Labeling design and compliance consulting to meet the applicable requirements for the products to be sold in Mexico, also determining the proper Harmonized System (HS) classification administrated by the World Customs Organization for the products to be imported into and sold within Mexico. Additional consulting services are provided as may be required to assist companies exporting into Mexico.

We maintain a website located at http://www.mexicosalesmadeeasy.com, and electronic copies of our filings with the SEC, are available, free of charge, under the "Company" link on our website as soon as practicable after such material is filed with, or furnished to, the SEC.

Background of Industry Growth and Potential

Mexico Sales Made Easy, Inc. believes that Mexico continues to grow as a world economy, is a major trading partner with the United States and Companies should seeking to export their products to Mexico and participate in its continuing growth and development.

The following are portions of Mexico & U.S. Stats and Facts from the American Chamber of Commerce of Mexico:

Mexico with the new changes of government has promoted the development and growth potential of the country to become a prosperous region, inviting to create business opportunities and leverage models safe investment for companies, industries and institutions.

The following are some reasons why Mexico is a leading country in the world:

Privileged geographical location: it is located between the Atlantic and Pacific Oceans. The country is considered as the gateway to both North America and Latin America.

 

 

Mexico is the 14th largest in the world and second in Latin America economy. It is the 14th largest territory in the world. It has a wide network of Free Trade Agreements (FTAs) with 44 countries, connecting it to a global market of over one billion consumers.

·

Full name: United Mexican States

·

Population: 120,847,477 (UN, 2013)

·

Capital: Mexico City

·

Area: 1.96 million sq km (758,449 sq miles)

·

Major language:  Spanish

·

Monetary unit: 1 peso = 100 centavos

·

Income category: Upper middle income

·

GNI per capita: US$ 9,740 (World Bank, 2013)

·

Minimum Wage: 67.29 (aprox. US$ 5.10)

·

Government Composition: Federal Republic divided into 31 individual states and a Federal District.  The president is elected for six years and cannot be re-elected. The president shares power with a bicameral Congress, which is made up of the Senate and the House of Deputies.

The two countries share a maritime and land border in North America. Several treaties have been concluded between the two nations bilaterally, such as the North American Free Trade Agreement (NAFTA). Both are members of various international organizations, including the Organization of American States and the United Nations.

The two countries have close economic ties, being each other's first and third largest trading partners. They are also closely connected demographically, with over one million U.S. citizens living in Mexico and Mexico being the largest source of immigrants to the United Sates.

U.S. goods and services trade with Mexico totaled $500 billion in 2011 (latest data available for goods and services trade). Exports totaled $224 billion; Imports totaled $277 billion. The U.S. goods and services trade deficit with Mexico was $53 billion in 2011.

Mexico is currently U.S. 3rd largest goods trading partner with $494 billion in total (two ways) goods trade during 2012. Goods exports totaled $216 billion; Goods imports totaled $278 billion. The U.S. goods trade deficit with Mexico was $61 billion in 2012.

Trade in services with Mexico (exports and imports) totaled $39 billion in 2011 (latest data available). Services exports were $25 billion; Services imports were $14 billion. The U.S. services trade surplus with Mexico was $11 billion in 2011.

(Source of data included above http://www.amcham.org.mx/member-services/mexico_and_u_s_stats_and_facts.aspx#sthash.HjqAhsd6.dpbs January 2015)

U.S.-manufactured products enjoy duty free import benefits under the North American Free Trade Agreement giving U.S. businesses a quality versus cost advantage over other foreign manufacturers. (Source http://www.export.gov/mexico/ January 2015)

 

 

 Principal Products and Services

We provide the following principal services in several available packages. We also provide a CEO Tour and a Global Franchiser Tour to business executives seeking an intense training and networking opportunity designed to kick start their sales and franchise opportunities in Mexico.

Our three basic services are currently:

TRADEMARK $995 per item

HS CLASSIFICATIONS (Does not include energy drinks or cigarettes) $495 per item

NOM -LABELING REQUIREMENTS $1495 per item

Our packaged services are currently:

(12-month service)

All 3 Services. 1 item

Total $ 2,497 USD

(12-month service)

All 3 services.

Up to 5 items each service

Total $ 4,997 USD

(12-month service)

All 3 services.

Up to 10 items each service

Total $ $ 9,997 USD

(12-month service)

All 3 services. Unlimited items

Total $ 49,997

  

The CEO Tour includes several detailed itineraries for CEOs and executives, to include:

·

One-day business seminar to be conducted in San Diego.

·

Secure transportation service with accommodation to the airport.

·

Accommodation for round trip air travel from Tijuana and Guadalajara.

·

Executive suites provided by the Hilton Guadalajara.

·

3 day passes with entrance to Antad, the largest supermarket and convenience trade show in all of Latin America.

·

Sitting in multiple booths from partner companies at the tradeshow.

·

Accommodations at the Hotel Del Coronado for the first night in San Diego.

·

Guided tour package to the central de Abastos district ,supermarkets, convenience stores, logistics warehouses, shopping centers, and other sites of interest.

·

Meals for breakfast, lunch and dinner.

·

Nightly seminars of different subjects on selling and exporting to Mexico.

·

Hear from industry Mexperts about the opportunities to selling and exporting in Mexico.

·

Workshops for the new and existing Mexican business enthusiasts.

·

Conference activities that will showcase the most wanted products in Mexico.

·

Private conference room at the tradeshow and the hotel for private one on one meetings with buyers.

·

Convenience in travelling to and from Mexico, and touring Guadalajara by means of a limousine bus.

 

 

 

·

Secure transportation service with first-class accommodations to the airport.

·

First-class accommodations for round trip air travel from Tijuana and Mexico City.

·

Executive suites provided by Crowne Plaza De Mexico

·

3 days passes with entrance to the international Franchise fair, the largest franchise show in all Latin America.

·

Guided tour package to visit some of the most successful franchise restaurant concepts on Mexico

·

Meals provided (Breakfast, Lunch and Dinner).

·

Nightly seminars of different subjects on selling and franchising to Mexico.

·

Hear from industry experts about the opportunities to franchising and exporting in Mexico.

·

Conference activities that will showcase the most wanted franchises in Mexico.

·

Private conference room at the trade show and the hotel for private one on one meetings with buyers.

·

Convenience in travelling to and from Mexico, and touring Mexico City by means of a limousine bus.

  

In addition to these services our CEO Sandro Piancone provides individual consulting services as needed to support and promote Companies interested in importing and selling their products in Mexico.

We have recently purchased a license from Glazer Kennedy Insider Circle ("GKIC") enabling us to print, publish and use their products and to launch a GKIC like membership organization solely within the United Mexican States We also have the right to translate the materials into the Spanish language and print, publish, market and use the translated products solely within the United Mexican States.

We intend to launch a similar membership organization throughout Mexico providing networking, coaching and development materials to entrepreneurs in Mexico.

Certain Agreements

Our business agreements consist primarily of individual customer agreements. Customer agreements are typically agreements with companies intending to sell products within Mexico and require our consulting and support services.

Due to our limited historical sales, at any given time one Customer could represent a significant portion of our sales. These sales are typical and may or may not be recurring with that individual Customer. Currently nearly all of our revenue is from a single customer to whom the President of MSME provides personal services.

We have purchased a license from GKIC to establish a similar membership organization in Mexico. We have not launched this new segment of our business. We expect that revenue from this new business segment will develop and become a material component of our operations.

Research and Development

We do not engage in research and development activities as part of our business at this time.

Patents and Licenses

We have a license from GKIC enabling us to print, publish and use their products and to launch a GKIC like membership organization solely within the United Mexican States

We do not currently hold Patent rights.

 

 

 

Our CEO has written three books in support of our business, Discover The Secret Treasure Map to Selling Your Products in Mexico and Still Be Home For Dinner by Sandro Piancone (Jan 31, 2013), Mexico Sales Made Easy: How Will My Product Sell In Mexico? by Sandro Piancone (Oct 1, 2014), How To Sell On Amazon Mexico And Profit From The Fastest Growing Online Market In The World (September 7, 2015) and 3 Things You Need To Learn Before You Franchise In Mexico (May 29, 2015). We benefit from copyright protections that may be available in the event those books are utilized in an impermissible adverse manner.

Government Regulation

We provide consulting services for companies seeking to import and sell products in Mexico.  Applicable regulations are the FCPA The Foreign Corrupt Practices Act (FCPA) which is an important anti-corruption tool designed to discourage corrupt business practices in favor of free and fair markets.  The FCPA prohibits promising, offering, giving or authorizing giving anything of value to a foreign government official where the purpose is to obtain or retain business.  These prohibitions apply to U.S. persons, both individuals and companies, and companies that are listed on U.S. exchanges. The statute also requires companies publicly traded in the U.S. to keep accurate books and records and implement appropriate internal controls.

We are not currently aware of any pending regulations that would materially impact our operations.

Employees

We currently have 1 part-time employee, our chief executive officer. He currently devotes approximately 20% of his time to the business of Mexico Sales Made Easy, Inc. and the remainder of his time on other business ventures. We expect to increase our future employee levels on an as-needed basis in connection with our expected growth. We also subcontract some of our services to law firms, other professionals and supporting personnel as needed.

Properties

Our corporate office is located at 1785 E. Sahara Ave. Suite 490-941, Las Vegas, NV, 89104. We pay an annual fee for resident agent services, available shared use of office facilities and mail forwarding services.

We have additional offices located at 9925 Airway Road, San Diego, CA 92154. We do not pay a fee for the use of these offices as they are provided by our CEO on an as needed basis for meetings and consultations. The facilities available to us comprise approximately 1000 square feet consisting of administrative offices and conference facilities.

We have additional offices located in Tijuana, Mexico. We do not pay a fee for the use of these offices as they are provided by our CEO on an as needed basis for meetings and consultations. The facilities available to us comprise approximately 1000 square feet consisting of administrative offices and conference facilities.

Legal Proceedings

None

 

 

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

 

The following Management's Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this prospectus. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions.  Any statements that are not statements of historical fact are forward-looking statements.  When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements.  These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this prospectus.  Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors such as those noted under "Risk Factors" in this prospectus.  We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

 

Overview

Mexico Sales Made Easy, Inc. provides business and management consulting services to assist companies interested in selling their products or otherwise doing business within Mexico. 

We have received equity investments both from insiders and from private investors. We have always had negative cash flows from operations and net operating losses. As we expand operational activities, we may continue to experience operating losses and/or negative cash flows from operations and may be required to obtain additional financing to fund operations. There can be no assurance that we will be able obtain additional financing, if at all or upon terms that will be acceptable to us.

Our operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in our stage of development. Such risks include, but are not limited to, an evolving business model and the management of growth.

To address these risks we must, among other things, diversify our customer base, implement and successfully execute our business and marketing strategy and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

 

Results of Operations

 

During the six-month period ended June 30, 2015, the Company had a change in revenue of over 50% of $39,894 compared to $25,615 in the six-month period ended June 30, 2014.  Revenue for both of the six-month periods was predominantly from the same related party. The Company's net loss for the six-month period ended June 30, 2015 was $ 7,640.  This is lower than the net loss incurred during the six-month period ended June 30, 2014 of $15,847.

 

Although total expenses increase predominantly from an increase in General and Administrative expense during the comparative periods this increase was offset by the revenue increase.

 

During the fiscal year ended December 31, 2015, the Company had no significant change in revenue of $58,267 compared to $55,098 in the 2014 fiscal year.  Revenue for both years was predominantly from the same related party. The Company's net loss for the fiscal year ended December 31, 2015 was $ 115,692.  This is higher than the net loss incurred during the fiscal year ended December 31, 2015of $56,846.

 

Increased Advertising and Marketing expense was the principal cause for the increase in net loss.

 

 

 

Liquidity and Capital Resources

At June 30, 2016, we had total assets of $7,143 and total liabilities of $6,614. As of December 31, 2015, we had total assets of $15,098 and total liabilities of $6,929. The decrease in assets is due to decrease in cash and accounts receivable.  

Cash provided from financing activities year ended December 31, 2015 amounted to $57,000. The Company received $20,000 through the issuance preferred shares. The Company received $37,000 through the issuance of common shares debt and related warrants.

Over the next twelve months we believe that existing capital and anticipated funds from operations may be sufficient to sustain our current level of operations. The Company will need to increase sales or seek additional financing to expand operations. The GKIC license requires future payments and royalty payments on related revenue. The development of each segment of our business may require additional capital to develop and grow beyond the historical level of operations. The capital requirements for development of our business based on the recently acquired license for GKIC has not yet been determined and the implementation plan for this segment is currently under development.

There can be no assurance that we will be able obtain additional financing, if at all or upon terms that will be acceptable to us. There can, moreover, be no assurance of when, if ever, our operations become profitable.

 

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements or financing activities with special purpose entities. 

 

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.  We have identified the following accounting policies that we believe are key to an understanding of our financial statements.  These are important accounting policies that require management's most difficult, subjective judgments.

Use of Estimates

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

Loss Per Share of Common Stock

The Company follows Accounting Standard Codification Topic No. 260, "Earnings Per Share" ("ASC No. 260") that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC No. 260, any anti-dilutive effects on net earnings (loss) per share are excluded. There were 22,132,000 potential common shares at June 30, 2016 consisting of common stock and convertible preferred stock.

Issuances Involving Non-Cash Consideration

All issuances of the Company's stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued or the consideration received whichever is more readily determinable.

Recent Accounting Pronouncements

The Company's management has evaluated all recent accounting pronouncements since the last audit through the issuance date of these financial statements. In the Company's opinion, none of the recent accounting pronouncements will have a material effect on the financial statements.

 

 

MANAGEMENT

 

Directors and Executive Officers

The following persons are our executive officers and directors, and hold the offices set forth opposite their names.

Our Board of Directors consists of one member. We do not have any independent, non-executive directors. We currently do not pay any cash remuneration for acting as a Director but expect to do so in the future as the Board is expanded. We intend to reimburse Independent Directors for their expenses, if any, for attendance at meetings of the Board of Directors.

No family relationships exist between any of our present directors and officers.

The following is a brief account of the business experience during the past five years of each of our directors and executive officers:

Sandro Piancone is our founder and sole officer and director. He became our CEO and Director in April 2012 and has had primary responsibilities for our operations and business since.

Mr. Piancone founded Piancone Group International, Inc., and served as its Chief Executive Officer since January 2001. Mr. Piancone served as Chief Executive Officer of Nascent Wine Co. Inc., from June 2006 to July 12, 2010 and its President until July 17, 2006. From January 2000 to February 2002, he served as President of E-Food Depot, USA, Inc. From April 1998 to November 1999, he served as Vice President of sales and marketing for Roma Exporting. His duties there included securing new distributors throughout Mexico and implementing marketing programs for those distributors. In 1991, he founded Tele-Chef Catering. From 1995 to 1998, Mr. Piancone served as Vice President of Mt. Etna. He has been in the foodservice industry since 1986. From 1987 to 1991, he was the publisher of US Pizza News. He served as Director of Piancone Group International, Inc., and Nascent Wine Co. Inc. From January 2000 to February 2002, he served as Director of E-Food Depot, USA, Inc. From 1995 to 1998, he served as Director of Mt. Etna.

 

Executive Compensation

The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended December 31, 2015 and 2014 to:

 

Summary Compensation Table

 

Employment Agreements and Benefits

We do not currently provide any employee benefit or retirement programs. Our officers' salaries are determined by the Board of Directors. Officers and employees may receive bonuses from time to time in the form of cash or equity at the sole discretion of the Board of Directors.

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Sandro Piancone - We have not currently entered into an employment agreement with Sandro Piancone, who has been our sole officer and director since inception. We may pay Mr. Piancone for services from time to time as from available funds at no firm rate and only when requested.  We expect to engage in a formal engagement with Mr. Piancone as our business operations continue to develop.

Outstanding Equity Awards

 

The following table reflects information for our executive officers named in the Summary Compensation Table, effective December 31, 2015.  

Outstanding Equity Awards at Fiscal Year-End

Equity Compensation Plan Information

We do not currently have an equity compensation plan in place. The Board may implement a plan in the future but there are no plans pending at this time.     

 

Director Compensation

The Company currently has only one Director Sandro Piancone.

We do not have any independent, non-executive directors. We currently do not pay any cash remuneration for acting as a Director but expect to do so in the future as the Board is expanded. We intend to reimburse Independent Directors for their expenses, if any, for attendance at meetings of the Board of Directors.

The following table sets forth compensation received by our directors in the fiscal year ended December 31, 2015.

Certain Relationships and Related Transactions and Director Independence

In addition to the cash and equity compensation arrangements of our directors and executive officers discussed above under "Director Compensation" and "Executive Compensation," the following is a description of transactions since April 11, 2012 (inception), to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest.

 

There have not been any transactions meeting the criteria of the paragraph above.

Director Independence

Our Board of Directors presently consists of one member. Our Board of Directors has determined that Mr. Piancone is not "independent," as defined by SEC rules adopted pursuant to the requirements of the Sarbanes-Oxley Act of 2002. Although our stock is not listed for trading on the Nasdaq Stock Market at this time, we are required to determine the independence of our directors by reference to the rules of a national securities exchange. In accordance with these requirements, we have determined that Sandro Piancone is not an "independent director," as determined in accordance with Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock Market, Inc.

Mr. Piancone is our sole executive officer of the Company, and therefore are not an independent director.     

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of November 14, 2016, the beneficial ownership of Mexico Sales Made Easy Inc. common stock by each of our directors and named executive officers, each person known to us to beneficially own more than 5% of our common stock, and by the officers and directors of the Company as a group. Except as otherwise indicated, all shares are owned directly. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power (subject to applicable community property laws) and that person's address is c/o Mexico sales Made Easy, Inc., 1785 E. Sahara Ave. Suite 490, Las Vegas, NV, 89104. Shares of Common Stock subject to options, warrants, or convertible notes currently exercisable or convertible or exercisable or convertible within 60 days after November 14, 2016 are deemed outstanding for computing the share ownership and percentage of the person holding such options, warrants, or convertible notes but are not deemed outstanding for computing the percentage of any other person.

 

 

 

 

SELLING STOCKHOLDERS

 

This prospectus covers offers and sales of up to 264,000 shares of our common stock which may be offered from time to time by the selling stockholder identified in this prospectus. The selling stockholder may acquire a portion of these shares from time to time by exercising warrants granted by us. As of the date of grant of these warrants, the consideration for the grant to the selling stockholder was fully paid and the warrants were fully earned by the selling stockholder.

 

The table below identifies the selling stockholder and shows the number of shares of common stock beneficially owned by the selling stockholder before and after this offering, and the numbers of shares offered for resale by the selling stockholder. Our registration of these shares does not necessarily mean that the selling stockholder will sell all or any of their shares of common stock. However, the "Shares of Common Stock Beneficially Owned after the Offering" columns in the table assume that all shares covered by this prospectus will be sold by the selling stockholder and that no additional shares of common stock will be bought or sold by the selling stockholder. No estimate can be given as to the number of shares that will be held by the selling stockholder after completion of this offering because the selling stockholder may offer some or all of the shares and, to our knowledge, there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. The number and percentage of shares beneficially owned is determined in accordance with  Rule 13d-3 under the Securities Exchange Act and is not necessarily indicative of beneficial ownership for any other purpose. Applicable percentage ownership is based on 20,000,000 shares of common stock that are issuable upon conversion of 10,000,000 preferred shares and 2,132,000 shares of common stock outstanding as of November 14, 2016. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of such person's common stock subject to options, warrants and convertible promissory notes exercisable or convertible within 60 days after November 14, 2016 are deemed to be outstanding. Except as otherwise noted, we believe that each stockholder named in the table has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by it. The information with respect to beneficial ownership is based upon record ownership data provided by our transfer agent, information as supplied or confirmed by the selling stockholder or based upon our actual knowledge.

The following table sets forth the name of each selling stockholder, and, if applicable, the nature of any position, office, or other material relationship which each selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, the amount of shares of our common stock beneficially owned by such stockholder before the offering, the amount being offered for such stockholder's account, and the amount to be owned by such stockholder after completion of the offering.

                             

 

 

 

 

 

DESCRIPTION OF CAPITAL STOCK

 

General Background

Our authorized capital stock currently consists of 200 million shares of Common stock, $0.001 par value, and 10 million shares of preferred stock, $0.002 par value.

 

As of November 14, 2016, we had issued and outstanding 2,132,000 shares of common stock, held by approximately 31 stockholders of record. This does not include the 3 holders of 10,000,000 shares of Preferred stock which are convertible into 20,000,000 shares of common stock.

 

In addition, as of November 10, 2016, we had outstanding warrants to acquire 132,000 shares of common stock.

 

Common Stock

Except as required by law, holders of our common stock are entitled to vote on all matters as a single class, and each holder of common stock is entitled to one vote for each share of common stock owned. Holders of common stock do not have cumulative voting rights.

 

Holders of our common stock are entitled to receive ratably any dividends that may be declared by the board of directors out of legally available funds, subject to any preferential dividend rights of any outstanding preferred stock. Upon any liquidation, dissolution, or winding up of Mexico Sales Made Easy, Inc., holders of our common stock are entitled to share ratably in all assets remaining available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.

 

Holders of our common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock which we may designate and issue in the future without further stockholder approval.

 

Our common stock is not currently traded on any national securities exchange or quoted on the OTC Bulletin Board under any symbol.

 

Preferred Stock

We are authorized to issue 10,000,000 shares of Class "A" Preferred Stock, $0.001 par value per share. Class "A" Preferred Stock, to consist of 10,000,000 shares of the 10,000,000 Authorized Preferred Stock; and have the following terms:

Class "A" Preferred Stock

1. Designation and Amount. The  shares  of  such  series  shall  be  designated  as Class "A"  Preferred  Stock  and  the  number  of  shares  constituting  such  series  shall  be  Ten  Million (10,000,000)  with  a  par  value  of  $0.002  per  share. Such  number  of  shares  may  be  increased  or decreased  from  time-to-time  by  resolution  of  the  Board  of  Directors;  provided,  however,  that such  number  may  not  be  decreased  below  the  number  of  then  currently  outstanding  shares  of  Class "A" Preferred Stock.

2. Dividends and Distributions.  The holders of this Preferred Stock shall be entitled to dividends, if any, as declared by the Company and shall participate pari passu with the Common Stock of the Company at the Conversion Rate in Section 4 (a) below.

 

3. Voting Rights.  The  holders  of  shares  of  Class "A"  Preferred  Stock shall  have the following rights:

a. Number of Votes: Each holder  of outstanding  shares  of  Class "A"  Preferred  Stock  shall  be  entitled  to  Ten  (10)  votes  for  each share of Class "A" Preferred  Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company (and written actions of stockholders in  lieu  of  meetings) with respect  to any and all matters presented to the stockholders of the Company for their action or  consideration.  Except as provided  by  Nevada statutes  or Section  3(b) below),  holders  of  Class "A"  Preferred  Stock shall  vote together  with the holders of Common Stock as a single class.

b. Adverse   Effects.   The  Company  shall  not  amend, alter or repeat the preferences, rights, powers  or other terms  of  the  Class "A"  Preferred  Stock so  as  to  affect adversely the  Class "A"  Preferred  Stock or the holders thereof without  the written consent or affirmative vote of the holders of at least a majority of the outstanding Class "A" Preferred Stock given in writing or by vote at a meeting,  consenting or voting (as the case may be) separately as a class.

4. Conversion

a. Conversion Rate. Each share of Class "A" Preferred Stock may be converted by the holder upon request of the holder into two (2) shares of Common Stock.

b. Termination of Rights on Conversion. All shares of Class "A" Preferred Stock voluntary converted as herein provided shall no longer be deemed to be outstanding, and all rights with respect to such shares shall immediately cease and terminate on conversion, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Class "A" Preferred  Stock so converted shall be retired and reduce the  number of  shares  of designated Class "A"  Preferred Stock only with such retired shares being then available for designation in another preferred class by the Board of Directors.

c. No Impairment.  The Company will not, by amendment  of  its  Articles  of Incorporation  or  through  any reorganization,  transfer of assets, consolidation, merger, share exchange, dissolution, issue  or  sale of securities or any other voluntary action, avoid or seek to avoid the observance or  performance of any of the terms to be observed or performed hereunder by the  Company, but will  at all times in good faith assist in  the carrying out of all the provisions of this Section 4 and in the  taking of all such action as may be necessary or appropriate in order to protect the  conversion  rights  of the holders of the Class "A"  Preferred  Stock against impairment.

5. Liquidation, Dissolution or Winding Up

a. Liquidation Value. Each share of the Class "A" Preferred Stock shall be deemed converted into shares of Common Stock at the Conversion Rate and shall participate pari passu with the Common Stock of the Company in the proceeds available to the Company's shareholders upon the liquidation, dissolution, or winding up the Company.

b. Business Combinations. Neither the consolidation, merger or other business combination of the Company with or into any other person/s or entity nor the sale of all or substantially all of the assets of the Company shall be deemed to be a liquidation, dissolution or winding up of the Company for purposes of this Section 5.

6. Miscellaneous Provisions

a. Closing of Books. The Company will at no time close its transfer books against the transfer of any  shares of Class "A"  Preferred Stock or of any share of the Common Stock issued or issuable upon  the conversion of Class "A" Preferred Stock in any manner which interferes with the timely conversion of such Class "A"  Preferred  Stock.

b. Headings of Subdivisions. The headings  of  the  various  Sections  and  other subdivisions  hereof  are  for  convenience  of  reference  only  and  shall  not  affect  the  interpretation of any of the provisions hereof.

 

 

 

c. Severability   of   Provisions.   If any powers, preferences and relative participating, optional and other special rights of the Class "A" Preferred  Stock and qualifications, limitations and restrictions  thereon set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other powers, preferences and relative participating, optional and other special rights of Class "A" Preferred Stock and qualifications, limitations and restrictions thereon set forth therein which can be given effect without the invalid, unlawful or unenforceable powers, preferences and relative participating,  optional and other special rights of Class "A" Preferred  Stock and qualifications, limitations and restrictions thereon shall, nevertheless, remain in full force and effect, and no powers, preferences and relative participating, optional or other special rights of  Class "A" Preferred Stock and qualifications, limitations and restrictions thereon herein set forth shall be deemed dependent upon any other such powers, preferences and relative participating, optional or other special rights of Class "A" Preferred Stock and qualifications, limitations and  restrictions thereon unless expressed herein.

Warrants

We have 132,000 warrants to purchase common shares outstanding as of the date of this prospectus. These warrants expire two years after the issuance date and have an exercise price of $0.50 per share. The Warrants do not have any cashless exercise provisions.

Anti-Takeover Effects of Certain Provisions of Our Articles of Incorporation and Our Bylaws

Certain provisions of our Articles of Incorporation and Bylaws may make it more difficult to acquire control of us by various means. These provisions could deprive our stockholders of opportunities to realize a premium on the shares of common stock owned by them. In addition, these provisions may adversely affect the prevailing market price of our stock.

 

Preferred Stock. Our Articles of incorporation authorize our board of directors to issue from time to time any series of preferred stock and fix the voting powers, designation, powers, preferences and rights of the shares of such series of preferred stock. The issued and outstanding Preferred shares have 10 for 1 voting rights which could have the effect of deterring or delaying attempts by our Common stockholders to remove or replace management, engage in proxy contests and/or effect changes in control.  We have 2,137,000 issued and outstanding Common share which have one vote for each share. The 10,000,000 issued Preferred shares would be able to cast 100,000,000 votes on most matters that the Common shareholders would be entitled to vote. This results in the Preferred shareholders having significantly more influence in shareholder votes.

Authorized Common Stock. Our authorized but unissued shares of common stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. Our Articles of incorporations authorize 200,000,000 common shares and only 2,137,000 are issued and outstanding as of the date of this prospectus.

The Nevada Revised Statutes, or NRS, provides generally that the affirmative vote of a majority of the shares outstanding and entitled to vote is required to amend a corporation's certificate of incorporation. Our bylaws may be amended generally by the affirmative vote of a majority of the shares entitled to vote thereon or by the act of a majority of our directors.

Statues Not Applicable. Our Articles of Incorporation state that the provisions of Nevada Revised Statutes 78.378 through 78.3793, inclusive, regarding the voting of a controlling interest in stock of Nevada Corporation and 78.411 through 78.444, inclusive, regarding combinations with interested stockholders, shall not be applicable to this Corporation.

 

 

 

Indemnification of Directors and Officers

Our Bylaws provide that, to the extent and in the manner permitted by the laws of the State of Nevada, and specifically as is permitted under the Nevada Revised Statutes, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding.

Disclosure of Commission's Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors and officers, we have been advised that, although the validity and scope of the governing statute have not been tested in court, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Transhare Corporation, 2200 E. 104th Avenue, Suite 201, Thornton, CO 80233.

PLAN OF DISTRIBUTION

The selling stockholder and any of its pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock, registered hereunder, on any stock exchange, market or trading facility on which the shares are traded or in private transactions, at fixed or negotiated prices. The selling stockholder may use any one or more of the following methods when selling shares:

 

 

The selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

 

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholder does not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

 

 

 

The selling stockholder may from time to time pledge or grant a security interest in some or all of the shares owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholder to include the pledgee, transferee or other successors in interest as selling stockholder under this prospectus.

 

Upon being notified in writing by the selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will, if then required, file a supplement to this prospectus pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the being notified in writing by the selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, we will, if then required, file a supplement to this prospectus in accordance with applicable securities law.

 

The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

The selling stockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the selling stockholder and/or the purchasers. The selling stockholder has represented and warranted to us that it acquired the securities subject to this registration statement in the ordinary course of such selling stockholder's business and, at the time of its purchase of such securities such selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

 

We have advised the selling stockholder that it may not use shares registered on this registration statement to cover short sales of common stock made before the date on which this registration statement shall have been declared effective by the Securities and Exchange Commission. If the selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and the Securities Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to the selling stockholder in connection with resales of its shares under this registration statement.

 

We will pay all fees and expenses incident to the registration of the shares, but we will not receive any proceeds from the sale of the common stock, except we will receive the proceeds from any exercise of the warrants covered by this prospectus. We intend to use such proceeds for general working capital purposes.

 

LEGAL MATTERS

Selected legal matters with respect to the validity of the securities offered by this prospectus have been passed upon for us by Bonner & Associates, La Jolla, California.

EXPERTS

Our financial statements as of and for the fiscal years ended December 31, 2015 and 2014, included in this prospectus have been audited by Thayer O'Neal Company, LLC., an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in this prospectus, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

 

 

 

  

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC for the stock offered pursuant to this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. For further information with respect to us and the common stock offered hereby, please refer to the registration statement and its exhibits and schedules for further information relating to us and our common stock.

We will be subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements, other information and a copy of the registration statement may be inspected by anyone without charge and copies of these materials may be obtained upon the payment of the fees prescribed by the Securities and Exchange Commission, at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The registration statement and the reports, proxy statements and other information filed by us are also available through the Securities and Exchange Commission's internet website at the following address: http://www.sec.gov.

  

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders Mexico Sales Made Easy, Inc.

We have audited the accompanying  balance  sheets  of  Mexico Sales Made Easy, Inc. as of December 31, 2015 and 2014, and the related statements of operations, cash  flows  and  stockholders'  equity  for the years then  ended.  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 audits.

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 audits to  obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Mexico Sales Made Easy, Inc. as of December 31, 2015 and 2014 and the results of its operations and its cash flows for the years then ended in conformity with United States generally accepted accounting principles.

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 controls over financial reporting. Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company relies on a personal services contract to one entity as its only source of revenues and has generated cumulative losses since inception in the amount of $59,131. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plan regarding these matters are also described in the notes to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Thayer O'Neal Company, LLC

Thayer O'Neal Company, LLC

September 13, 2016

The Accompanying Notes are an Integral Part of these Financial Statements

 

 

 

		For the Years ended
		December 31,
		2015				2014
Revenues
Consulting fees - related parties		$	56,892			$	54,025
Consulting fees - other			597				-
Other revenue			778				1,073
Total revenues			58,267				55,098
Operating expenses
Advertising and marketing			78,774				22,646
General and administrative			36,918				34,200
Total expenses			115,692				56,846
Other income (loss)
Interest income			89				-
Total other income (loss)			89				-
Net income (loss)		$	(57,336	)		$	(1,748	)
Basic and diluted loss per share		$	(0.06	)		$	-
Weighted average shares outstanding			1,016,570				-

 

 

 

																						Retained
		Common Stock								Preferred Shares								Paid -in				Earnings
		Shares				Amount				Shares				Amount				Capital				(Deficit)				Total
Balance - December 31, 2013			-			$	-			$	-			$	-			$	3,400			$	3,982			$	7,382
Contributed services			-				-				-				-				2,400				-				2,400
Net income			-				-				-				-				-				(1,748	)			(1,748	)
Balance - December 31, 2014			-				-				-				-				5,800				2,234				8,034
Sale of preferred stock			-				-				10,000,000				20,000				-				-				20,000
Sale of common stock			2,132,000				2,132				-				-				34,868				-				37,000
Contributed services			-				-				-				-				2,400				-				2,400
Net loss			-				-				-				-				-				(57,336	)			(57,336	)
Balance - December 31, 2015			2,132,000			$	2,132			$	10,000,000			$	20,000			$	43,068			$	(55,102	)		$	10,098

 

 

 

The Accompanying Notes are an Integral Part of these Financial Statements

 

 

		For the Years Ended
		December 31,
		2015				2014
Cash Flows from Operating Activities
Net income (loss)		$	(57,336	)		$	(1,748	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense			61				-
Contributed services			2,400				2,400
(Increase) decrease in assets
(Increase) decrease in accounts receivable			(597	)			1,973
(Increase) decrease in accrued interest
receivable			(89	)			-
Increase (decrease) in liabilities
Increase (decrease) in accounts payable			4,925				(170	)
Net cash provided by (used in) operating activities			(50,636	)			2,455
Cash Flows from Investing Activities
Purchase of property and equipment			(1,183	)			-
Net cash used in investing activities			(1,183	)			-
Cash Flows from Financing activities
Sales of preferred stock			20,000				-
Sales of common stock			37,000				-
Loans to others			(3,000	)			(500	)
Net cash provided by financing activities			54,000				(500	)
Net increase in cash			2,181				1,955
Beginning balance - cash			4,097				2,142
Ending balance - cash		$	6,278			$	4,097

 

 

 

MEXICO SALES MADE EASY

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

 

 

 

 

 

NOTE 6 – CONCENTRATIONS

Of the Company's revenue earned during the years ended December 31, 2015 and 2014, approximately 98% and 99%, respectively, were generated from contracts with a customer to whom the President of MSME provides personal services.

NOTE 7 – EQUITY

Preferred Stock

Class "A" Preferred Stock consists of 10,000,000 shares of the 10,000,000 Authorized Preferred Stock with a par value of $0.002 per share. The holders of this Preferred Stock shall be entitled to dividends, if any, as declared by the Company and shall participate pari passu with the Common Stock of the Company at the conversion rate of two shares of preferred  to one share of common . Each holder of outstanding shares of Class "A" Preferred Stock shall be entitled to Ten (10) votes for each share of Class "A" Preferred Stock held.  The Company shall not amend, alter or repeat the preferences, rights, powers or other terms of the Class '"A" Preferred Stock so as to affect adversely the Class "A" Preferred Stock or the holders thereof without the written consent or affirmative vote of the holders of at least a majority of the outstanding Class "A" Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class. Each share of Class "A" Preferred Stock may be converted by the holder upon request of the holder into two (2) shares of Common Stock. There were 10,000,000 shares of Preferred Stock outstanding at December 31, 2015 and no shares outstanding at December 31, 2014.

Common Stock

Common stock consists of 200,000,000 shares authorized with a par value of $0.001 per share. The holders of the Company's common stock shall be entitled to dividends, if any, as declared by the Company and shall participate pari passu with the Preferred Stock of the Company at the conversion rate of one shares of common to two shares of preferred. Holders of common stock are entitled to one (1) vote for each common share held. There were 2,132,000 shares of Common Stock outstanding at December 31, 2015 and no shares outstanding at December 31, 2014.

NOTE 8-INCOME TAXES

The Company operates in the United States; accordingly, federal and state income taxes have been provided based upon the tax laws and rates of the U.S. The Company has incurred losses since inception and, accordingly has a net operating loss carry forward as of December 31, 2015 of approximately $59,131. This loss carry forward expires according to the following schedule:

 

Year Ending December 31,		2015
2023		$	518
2024			1,748
2025			56,865
Total		$	59,131

Deferred tax assets at December 31, 2015 and 2014 are comprised of net operating loss carry forwards. The amounts have not been recognized on the financial statements as the probability of realization is not assured

 

Tax years 2013-2015, remain subject to examination by the IRS and respective states.

NOTE 9 – SUBSEQUENT EVENTS

 

 

 

 

Mexico Sales Made Easy, Inc.

Unaudited Balance Sheets

		June 30,				December 31,
		2016				2015
Assets
Current assets
Cash		$	2,401			$	6,278
Accounts receivable			-				4,109
Loans receivable, including accrued interest			3,738				3,589
Total current assets			6,139				13,976
Property and equipment, net			1,004				1,122
Investment - at cost			-				-
Total assets		$	7,143			$	15,098
Liabilities and stockholders' equity
Current liabilities
Accounts payable		$	6,614			$	6,929
Total current liabilities			6,614				6,929
Stockholders' equity
Preferred shares,  $0.002 par value, 10,000,000 shares authorized,
10,000,000 shares issued and outstanding at June 30, 2016			20,000				20,000
and as of December 31, 2015
Common stock,  $0.001 par value, 200,000,000 shares authorized,
2,132,000 shares issued and outstanding at June 30, 2016
and December 31, 2015			2,132				2,132
Additional paid-in capital			40,668				40,668
Retained earnings (deficit)			(62,271	)			(54,631	)
Total stockholder's equity			529				8,169
Total liabilities and stockholders' equity		$	7,143			$	15,098

Mexico Sales Made Easy, Inc.

Unaudited Statements of Operations

		For six months ended								For three months ended
		June 30,								June 30,
		2016				2015				2016				2015
Revenues
Consulting fees - related parties		$	38,526				25,000				11,000				13,000
Other revenue			1,368				615				1,348				590
Total revenues			39,894				25,615				12,348				13,590
Operating expenses
Advertising and marketing			24,458				28,869				5,757				15,484
General and administrative			23,226				12,593				8,298				4,978
Total expenses			47,684				41,462				14,055				20,462
Other income
Interest income			150				-				75				-
Net (loss)		$	(7,640	)		$	(15,847	)			(1,632	)		$	(6,872	)
Basic and diluted loss per share		$	(0.004	)		$	(0.007	)			(0.001	)		$	n/	a
Weighted average shares outstanding			2,132,000				2,132,000				2,132,000				-