Attached files

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EX-23.1 - Syndicated Resorts Association,Inc.ex23-1.htm
EX-10.2 - Syndicated Resorts Association,Inc.ex10-2.htm
EX-10.1 - Syndicated Resorts Association,Inc.ex10-1.htm
EX-3.4 - Syndicated Resorts Association,Inc.ex3-4.htm
EX-3.3 - Syndicated Resorts Association,Inc.ex3-3.htm
EX-3.2 - Syndicated Resorts Association,Inc.ex3-2.htm
EX-3.1 - Syndicated Resorts Association,Inc.ex3-1.htm
EX-2.1 - Syndicated Resorts Association,Inc.ex2-1.htm

 

Registration No ___________

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

SYNDICATED RESORTS ASSOCIATION, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   7000   47-5018835
State or other jurisdiction
incorporation or organization
  Primary Standard Industrial
Classification Code Number
  (I.R.S. Employer
Identification Number)

 

5530 South Valley View Blvd, Suite 105

Las Vegas, Nevada 89118

(702) 389-7554

(Address, including zip code, and telephone number, including area code

of registrant’s principal executive offices)

 

William Barber

5530 South Valley View Blvd, Suite 105

Las Vegas, Nevada 89118

(702) 389-7554

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

with copy to

Lee Cassidy, Esq.

Jarvis Lagman, Esq.

215 Apolena Avenue

Newport Beach, California 92662

949-673-4510 (tel), 949-673-4525 (fax)

 

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. [X]

 

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

 

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 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 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 definitions “large accelerated filer,” “accelerated file,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

  Large accelerated filer [  ] Accelerated filed [  ]  
  Non-accelerated filed [  ] Smaller reporting company [X]  
  Emerging growth company [X]      

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

 

CALCULATION OF REGISTRATION FEE

 

      Proposed   Proposed     
   Amount  Maximum   Maximum   Amount of 
Title of Each Class of  to be  Offering Price   Aggregate   Registration 
Securities to be Registered  Registered  Per Share   Offering Price   Fee (2) 
Common Stock held by Selling Shareholders  1,210,000 shares  $0.10   $121,000   $15.06 
Total  1,210,000 shares  $0.10   $121,000   $15.06 

 

(1) There is no current market for the securities and the price at which the Shares are being offered has been arbitrarily determined by the Company and used for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.
   
(2) Paid by electronic transfer.

 

 

 

 
 

 

EXPLANATORY NOTE

 

This registration statement and the prospectus therein covers the registration of 1,210,000 shares of common stock offered by the holders thereof.

 

2
 

 

The information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PROSPECTUS Subject to Completion, Dated December 27, 2017

 

SYNDICATED RESORTS ASSOCIATION, INC.

1,210,000 shares of common stock offered by selling shareholders at $0.10 per share

 

This prospectus relates to the offer and sale of 1,210,000 shares of common stock (the “Shares”) of Syndicated Resorts Association, Inc. (“SRA” or the “Company”), $.0001 par value per share by the holders thereof who are deemed to be statutory underwriters. The shares offered by the selling shareholders (the “Shares”) will be offered at a price of $0.10 until the Company’s common stock is listed on a national securities exchange or is quoted on the OTC Bulletin Board (or a successor); after which, the selling shareholders may sell their shares at prevailing market or privately negotiated pries, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale.

 

The maximum number of Shares that can be sold pursuant to the terms of this offering by the selling shareholders is (in aggregate) 1,210,000 Shares. Funds received by the selling shareholders will be immediately available to such selling shareholders for use by them. The Company will not receive any proceeds from the sale of the Selling Shareholder Shares. All costs incurred in the registration of the Shares and the Selling Shareholder Shares are being borne by the Company.

 

The offering will terminate twenty-four (24) months from the date that the registration statement relating to the Shares is declared effective, unless earlier fully subscribed or terminated by the Company. The Company intends to maintain the current status and accuracy of this prospectus and to allow selling shareholders to offer and sell the Shares for a period of up to two (2) years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission.

 

Prior to this offering, there has been no public market for the Company’s common stock. No assurances can be given that a public market will develop following completion of this offering or that, if a market does develop, it will be sustained. The offering price for the Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. The Shares will become tradable on the effective date of the registration statement of which this prospectus is a part.

 

Neither the Company nor any selling shareholders has any current arrangements nor entered into any agreements with any underwriters, broker-dealers or selling agents for the sale of the Shares. If the Company or selling shareholders can locate and enter into any such arrangement(s), the Shares will be sold through such licensed underwriter(s), broker-dealer(s) and/or selling agent(s).

 

    Assumed Price 
    To Public 
Per Common Stock Share Offered  $0.10 per share 

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act.

 

These securities involve a high degree of risk. See “RISK FACTORS” contained in this prospectus beginning on page 7.

 

Syndicated Resorts Association, Inc.

5530 South Valley View Blvd, Suite 105

Las Vegas, Nevada 89118

(702) 389-7554

Prospectus dated December 27, 2017

 

3
 

 

TABLE OF CONTENTS

 

Prospectus Summary   5
Risk Factors   7
Forward-Looking Statement   10
Determination of Offering Price   10
Dividend Policy   10
Selling Shareholders Sales   10
Plan of Distribution   11
Description of Securities   11
The Business and Business Plan   13
The Company   21
Management’s Discussion and Analysis of Financial Condition and Results of Operations   24
Management   26
Executive Compensation   28
Security Ownership of Certain Beneficial Owners and Management   28
Certain Relationships and Related Transactions   29
Selling Shareholders   29
Legal Matters   33
Experts   33
Disclosure of Commission Position of Indemnification for Securities Act Liabilities   33
Financial Statements   35

 

4
 

 

PROSPECTUS SUMMARY

 

This summary highlights some information from this prospectus, and it may not contain all the information important to making an investment decision. A potential investor should read the following summary together with the more detailed information regarding the Company and the common stock being sold in this offering, including “Risk Factors” and the financial statements and related notes, included elsewhere in this prospectus.

 

The Company

 

Corporate History

 

Syndicated Resorts Association, Inc., then known as Royale Associates LLC (“SRA” or the “Company”), was incorporated in Nevada on August 1, 2014 as a Nevada limited liability company.

 

On October 26, 2017, the Company filed Articles of Conversion with the Nevada Secretary of State pursuant to which the Company changed its name to Syndicated Resorts Association, Inc. and was converted into a Nevada corporation (the “Conversion”).

 

Business Overview

 

The Company is a national marketing and sales company that promotes vacation destinations member resorts. The Company’s business provides to timeshare resort owners a means to sell their excess weeks or points inventory and participate in a newly created nationally promoted “travel club.” The Company will develop an online platform that will be designed to be a holiday purveyor that optimizes the availability of various resort destinations and meet the nuanced demands of the seasoned traveler. We believe that the difference that distinguishes the Company from competitor vendor vacation offerings is that the Company’s platform will offer travel opportunities within a network of member properties, hotel resorts, and recreational facilities with whom the Company expects to establish partnerships. The Company’s customers will become members with direct web site access to special discounts, a full range of availability, and a geographic travel diversity that challenges the best competitors in the market today. The Company’s travel solution, (at no expense to the resort) is intended to complement and enhance the marketing reach of its members. The result is a travel solution that is designed to maintain all of the benefits of current timeshare ownership but now includes additional advantages of being associated with a national travel club.

 

Recent Developments

 

Ixtapa Palace Resort

 

On June 8, 2016, the Company entered into a Letter of Intent (the “Ixtapa LOI”) with the Ixtapa Palace Resort, a RCI-member resort hotel located in Ixtapa, Mexico (“Ixtapa Palace”). Pursuant to the terms of the Ixtapa Agreement, Ixtapa Palace shall grant to Royale the exclusive right to market and sell sanctioned Ixtapa Place Hotel-Vacation Packages that include RCI website activation and membership. The term for this exclusive right to sell and market is 10 years. This exclusive right to “market and sell” shall come with a territory that covers North America with the first right of refusal for Europe and Asia. A total kit cost of $400 is due from Royale to Ixtapa Palace for each activation that is made into RCI.

 

Risks and Uncertainties facing the Company

 

As a development-stage company, the Company has no operating history and has experienced losses since its inception. The Company’s independent auditors have issued a report questioning the Company’s ability to continue as a going concern. That is, the Company needs to create a source of revenue or locate additional financing in order to continue its developmental plans. As a development stage company, management of the Company has limited experience in building and selling projects similar to that planned by the Company and in marketing and distributing such projects on a broad scale.

 

One of the biggest challenges facing the Company is the ability to raise adequate capital to develop and execute project opportunities in the travel industry.

 

5
 

 

Due to financial constraints, the Company has to date conducted limited operations. If the Company were unable to develop strong and reliable sources of funding for project opportunities, it is unlikely that the Company could develop its operations to return revenue sufficient to further develop its business plan. Moreover, the above assumes that the Company’s efforts are met with customer satisfaction in the marketplace and exhibit steady adoption of its solutions amongst the potential base of customers, neither of which are currently known or guaranteed.

 

Due to these and other factors, the Company’s need for additional capital, the Company’s independent auditors have issued a report raising substantial doubt of the Company’s ability to continue as a going concern.

 

Trading Market

 

Currently, there is no trading market for the securities of the Company. The Company intends to initially apply for admission to quotation of its securities on the OTC Bulletin Board as soon as possible which may be while this offering is still in process. There can be no assurance that the Company will qualify for quotation of its securities on the OTC Bulletin Board.

 

The Offering

 

The maximum number of Shares that can be sold pursuant to the terms of this offering is 1,210,000. The offering will terminate twenty-four (24) months from the date of this prospectus unless earlier terminated by the Company.

 

This prospectus relates to the offer and sale of 1,210,000 shares of common stock of Syndicated Resorts Association, Inc. offered by the holders thereof who are deemed to be statutory underwriters. The selling shareholders will offer their shares at a price of $0.10 per share until such time as the Shares are quoted on the OTC Bulletin Board and only thereafter at prevailing market or privately negotiated prices in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market if a market should develop.

 

Common stock outstanding before the offering   7,610,000(1)
      
Common stock for sale by selling shareholders   1,210,000 
      
Common stock outstanding after the offering   7,510,000 
      
Offering Price per share  $0.10 
      
Proceeds to the Company  $0 

 

(1) Based on number of shares outstanding as of the date of this prospectus.

 

In the future, following the completion of this offering, the Company will most likely need to raise capital for the projects which it anticipates to develop. The Company anticipates that it may raise such capital by an offering of its shares of common stock. If the Company does effect equity offerings of its securities and if the price paid for shares offered in such an offering is less than paid by the purchasers of Shares, then such purchasers will suffer a dilution in the value of their shares. Furthermore, the issuance of such additional shares may impact the ability of any investor to sell their Shares once such shares are eligible for sale. The Company cannot anticipate that it will be able to affect such additional offerings of its securities and then failure of it to do so may severely impact its available capital to develop any transportation systems or further its business plan.

 

6
 

 

RISK FACTORS

 

A purchase of any Shares is an investment in the Company’s common stock and involves a high degree of risk. Investors should consider carefully the following information about these risks, together with the other information contained in the registration statement of which this prospectus is a part, before the purchase of any Shares. If any of the following risks actually occur, the business, financial condition or results of operations of the Company would likely suffer, the market price of the common stock would likely decline, and investors could lose all or a portion of their investment. The Company has listed the following risk factors which it believes to be those material to an investment decision in this offering.

 

The Company has limited operating history.

 

The Company is a development stage company and has limited operating history. The Company is relying on management to actuate and develop its business plan. The Company has a limited business history and an investor will be required to make an investment decision based largely on the management and the projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the traveling industry.

 

The Company may not be able to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to fund future operations through additional financing from investors and/or lenders or through the sale of its securities or through development of its operations. Due to these and other factors, there is substantial doubt of the Company’s ability to continue as a going concern.

 

The Company’s independent auditors have issued a report raising a substantial doubt of the Company’s ability to continue as a going concern.

 

In their audited financial report, the Company’s independent auditors have issued added an explanatory paragraph that unless the Company is able to generate sufficient cash flows from operations and/or obtain additional financing, there is a substantial doubt as to its ability to continue as a going concern. The Company anticipates that it would need substantial capital over the next 12 months to continue as a going concern to expand its operations in accordance with its current business plan.

 

The offering price of the Shares has been arbitrarily determined and such price should not be used by an investor as an indicator of the fair market value of the Shares.

 

Currently there is no public market for the Company’s common stock. The offering price for the Shares has been arbitrarily determined and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. Thus, an investor should be aware that the offering price does not reflect the fair market price of the Shares.

 

In order to actuate its business plan and further expand its operations and develop its technology, the Company will need additional capital

 

The Company will not receive any funds from the sale of the Shares offered herein and will require capital by loans, joint ventures or sale of its securities in order to execute its current business plan, namely to further develop the technology of its platforms, grow its customer base and develop partnerships with prospective member resorts. If the Company were unable to locate such financing on terms acceptable to the Company, it is unlikely that the Company could develop its operations to return revenue sufficient to further develop its business plan.

 

No assurance of commercial feasibility.

 

Even if the Company’s plans and projects are successfully initiated, there can be no assurance that such plans and projects will have any commercial success or advantage. Also, there is no assurance that the Company’s initiatives will perform as intended in the marketplace.

 

7
 

 

The Company’s developed software may experience unexpected “bugs” which may delay its release or impede its use.

 

The Company is developing its proprietary software and intends to effect beta and other testing to ensure efficient launch and usability. However, the Company’s software may experience or develop unanticipated “bugs” that would either delay its release or impede its use once released. Such delays or problems could impact the Company’s ability to generate revenue or could negatively affect any contractual relationships with users of the software.

 

There has been no prior public market for the Company’s common stock and the lack of such a market may make resale of the Shares difficult.

 

No prior public market has existed for the Company’s securities and the Company cannot assure any purchaser that a market will develop subsequent to this offering. The Company intends to apply for quotation of its common stock on the OTC Bulletin Board when appropriate. However, the Company does not know if it will be successful in such application, how long such application will take, or, if successful, that a market for the common stock will ever develop or continue on that or any other trading market. If for any reason a trading market for the Shares does not develop, investors may have difficulty selling their common stock should they desire to do so.

 

The Company’s election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

 

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

 

The Company’s officers and directors beneficially own a majority of the Company’s common stock, which will provide them with continuing voting control over the Company and, as a result, they will exercise significant control over stockholder and corporate actions.

 

Mr. William Barber, who is the sole officer and director of the Company, is the beneficial owner of more than a majority of the Company’s outstanding common stock. As such, Mr. Barber will be able to control most matters requiring approval by stockholders.

 

As a result of the above, Mr. Barber exercises control in determining the outcome of corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders from realizing a premium over the market price for their Shares. Any investors who purchase shares will be minority shareholders and as such will have no say in the direction of the Company and the election of Directors. Investors in the Company should keep in mind that even if you own shares of the Company’s common stock and wish to vote them at annual or special shareholder meetings, your shares may have no effect on the outcome of corporate decisions or the election of Directors. Furthermore, investors should be aware that Mr. Barber may choose to elect new Directors to the Board of Directors of the Company and/or take the Company in a new business direction altogether, and, as a result, current shareholders of the Company will have little to no say in such matters.

 

The Company’s stock may be considered a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.

 

If the Shares commence trading, the trading price of the Company’s common stock may be below $5.00 per Share. If the price of the common stock is below such level, trading in its common stock would be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per Share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Company’s common stock which could impact the liquidity of the Company’s common stock.

 

8
 

 

The Board of Directors could use the issuance or designation of preferred stock to impede or discourage an acquisition of the Company that may otherwise be beneficial to some shareholders.

 

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Company’s board of directors is required to make any determination to issue such preferred stock based on its judgment as to the best interests of the stockholders of the Company, the board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The board of directors does not intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise.

 

The Company relies on only key managers whose absence or loss could adversely affect the business.

 

The Company relies on the services of its key executive, Mr. William Barber. The loss of the services of such managers could adversely affect the business.

 

Costs incurred because the Company will become a public company may affect the Company’s profitability.

 

As a public company, the Company will incur significant legal, accounting, and other expenses, and the Company will become subject to the rules and regulations of the Securities and Exchange Commission relating to public disclosure that generally involve a substantial expenditure of financial resources. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, requires changes in corporate governance practices of public companies. The Company expects that full compliance with such rules and regulations will significantly increase the Company’s legal and financial compliance costs and make some activities more time-consuming and costly, which may negatively impact the Company’s financial results. To the extent the Company’s earnings will suffer as a result of the financial impact of the Company’s SEC reporting or compliance costs, the Company’s ability to develop an active trading market for the Company’s securities could be harmed.

 

The Company has a small financial and accounting organization. Becoming a public company may strain the Company’s resources, diverts management’s attention and affects its ability to attract and retain qualified officers and directors.

 

As a reporting company, the Company will become subject to the reporting requirements of the Securities Exchange Act of 1934. However, the requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs which are potentially prohibitive to the Company as it develops its business plan, products and scope. These costs may make some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources.

 

The Securities Exchange Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the development of the Company’s business, financial condition and results of operations.

 

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FORWARD-LOOKING STATEMENTS

 

This prospectus contains, in addition to historical information, certain information, assumptions and discussions that may constitute forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially than those projected or anticipated. Actual results could differ materially from those projected in the forward-looking statements. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, the Company cannot assure an investor that the forward-looking statements set out in this prospectus will prove to be accurate.

 

Such “forward-looking statements” can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “should” or “anticipates”, or the negative thereof, or other variations thereon or comparable terminology, or by discussion of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The following matters constitute cautionary statements identifying important factors with respect to such forward-looking statements, including certain risks and uncertainties, which could cause actual results to vary materially from the future results covered in such forward-looking statements.

 

An investor should not rely on forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. The Company is not under a duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.

 

DETERMINATION OF OFFERING PRICE

 

There is no public market for the Company’s common stock and the $0.10 price at which the Shares are being offered has been arbitrarily determined by the Company.

 

The Shares offered by the selling shareholders may be offered and sold, from time to time, by the selling shareholders described in this prospectus under the heading “Selling Shareholders” at an offering price of $0.10 per share until such time as the Shares are quoted on the OTC Bulletin Board and only thereafter may be offered at prevailing market or privately negotiated prices. The selling shareholders may sell the Shares by any means described in this prospectus under “Plan of Distribution.”

 

DIVIDEND POLICY

 

The Company does not anticipate that it will declare dividends in the foreseeable future but rather intends to use any future earnings for the development of its business. The Company’s board of directors may determine at some future date to declare dividends based on results of operations, financial condition, contractual restrictions, applicable law and other factors deemed relevant by the Board. Such dividend declaration is not currently contemplated.

 

SELLING SHAREHOLDER SALES

 

This prospectus relates to the sale of 1,210,000 outstanding shares of the Company’s common stock by the holders of those shares. The selling shareholders will offer their shares at an offering price of $0.10 per share until such time as the Shares are quoted on the OTC Bulletin Board and offered thereafter at prevailing market or privately negotiated prices including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market if a market should develop.

 

Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders in connection with sales of the common stock. The selling shareholders may from time to time offer their shares through underwriters, brokers-dealers, agents or other intermediaries. The distribution of the common stock by the selling shareholders may be effected in one or more transactions that may take place through customary brokerage channels, in privately negotiated sales; by a combination of these methods; or by other means. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Shares.

 

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PLAN OF DISTRIBUTION

 

General

 

The selling shareholders may seek an underwriter, broker-dealer or selling agent to sell the Shares. As of the date of this prospectus, no selling shareholder has entered into any arrangements with any underwriter, broker-dealer or selling agent for the sale of the Shares. The Company has no arrangements nor has entered into any agreement with any underwriters, broker-dealer or selling agents for the sale of the Shares.

 

The Company intends to maintain the currency and accuracy of this prospectus for a period of up to two (2) years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission.

 

Selling Shareholders

 

The selling shareholders will offer their shares at an offering price of $0.10 per share until such time as the Shares are quoted on the OTC Bulletin Board and offered thereafter at prevailing market or privately negotiated prices including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market prices if a market should develop. The distribution of the Selling Shareholder Shares may be effected in one or more transactions that may take place through customary brokerage channels, in privately-negotiated sales, by a combination of these methods or by other means. The selling shareholders may from time to time offer their shares through underwriters, brokers-dealers, agents or other intermediaries. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders in connection with sales of the Shares. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Shares.

 

Of the 1,210,000 Shares included in the registration statement, of which this prospectus is a part, 6,000,000 are held by officers and directors of the Company.

 

Resales of the Securities under State Securities Laws

 

The National Securities Market Improvement Act of 1996 (“NSMIA”) limits the authority of states to impose restrictions upon resales of securities made pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which file reports under Sections 13 or 15(d) of the Securities Exchange Act. Resales of the Shares in the secondary market will be made pursuant to Section 4(1) of the Securities Act (sales other than by an issuer, underwriter or broker).

 

DESCRIPTION OF SECURITIES

 

Capitalization

 

Pursuant to the Company’s certificate of incorporation and amendments thereto, the Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001, of which 7,610,000 shares were outstanding as of the date of the registration statement, of which this prospectus is a part. The Company is also authorized to issue 20,000,000 shares of preferred stock, par value $0.0001, of which there are no shares issued and outstanding.

 

Common Stock

 

The Company is registering 1,210,000 shares of common stock offered for sale to the public by the holders thereof (selling shareholders) at an offering price of $0.10 per share. The selling shareholders will offer the Shares at $0.10 per share until such time as the Shares are quoted on the OTC Bulletin Board and offered thereafter by the selling shareholders at prevailing market or privately negotiated prices including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market prices if a market should develop.

 

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Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. In addition to any vote required by law, the consent of at least a majority of the holders of the then-outstanding shares of common stock is required to (I) redeem, purchase or otherwise acquire any share of common stock, (ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of common stock; or (iii) amend the Articles of Incorporation of the Company if such amendment would change any of the rights, preferences or privileges of the common stock.

 

Subject to preferences that may be applicable to any outstanding shares of preferred stock if any such preferred stock is designated and issued, the holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor. In the event of a liquidation, dissolution or winding up, subject to the rights of the shares of preferred stock if so designated and issued, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities including the promissory notes issued by the Company.

 

Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder’s share value.

 

Preferred Stock

 

Shares of preferred stock may be issued from time to time in one or more series as may be determined by the board of directors. The voting powers and preferences, the relative rights of each series, and the qualifications, limitations, and restrictions on such preferred stock shall be established by the board of directors, except that no holder of preferred stock shall have preemptive rights.

 

Admission to Quotation on the OTC Bulletin Board

 

If and when the Company meets the qualifications, it intends to apply for quotation of its securities on the OTC Bulletin Board. There is no assurance that the Company will ever meet such qualifications. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the “specialist” common to stock exchanges. To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing.

 

Penny Stock Regulation

 

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the Nasdaq Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.

 

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Dividends

 

The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future.

 

THE BUSINESS AND BUSINESS PLAN

 

Background

 

The Company has only recently commenced operations as a development-stage company, and it has limited operating history and is expected to experience losses in the near term. The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern.

 

Corporate History

 

Syndicated Resorts Association, Inc., then known as Royale Associates LLC (“SRA” or the “Company”), was incorporated in Nevada on August 1, 2014 as a Nevada limited liability company.

 

On October 26, 2017, the Company filed Articles of Conversion with the Nevada Secretary of State pursuant to which the Company changed its name to Syndicated Resorts Association, Inc. and was converted into a Nevada corporation (the “Conversion”).

 

Business Overview

 

The Company is a national marketing and sales company that promotes vacation destinations member resorts. The Company’s business provides to timeshare resort owners a means to sell their excess weeks or points inventory and participate in a newly created nationally promoted “travel club.” The Company will develop an online platform that will be designed to be a holiday purveyor that optimizes the availability of various resort destinations and meet the nuanced demands of the seasoned traveler. We believe that the difference that distinguishes the Company from competitor vendor vacation offerings is that the Company’s platform will offer travel opportunities within a network of member properties, hotel resorts, and recreational facilities that are part of the Resorts Condominium International (“RCI”) network and other similar networks with whom the Company expects to establish partnerships. The Company’s customers will become a bona fide RCI member with direct web site access to special discounts, a full range of availability, and a geographic travel diversity that challenges the best competitors in the market today. The Company’s travel solution, (at no expense to the resort) is intended to complement and enhance the marketing reach of RCI members. The result is a travel solution that is designed to maintain all of the benefits of current timeshare ownership but now includes additional advantages of being associated with a national travel club.

 

The Business:

 

The Company’s business is to provide to timeshare resort owners the means to sell their excess weeks or points inventory and participate in a newly created nationally promoted “travel club.” The Company’s travel solution, (at no expense to the resort) is intended to complement and enhance the marketing reach of Resort Condominium International (RCI) members. The result is a new travel solution that is intended to maintain all of the benefits of current timeshare ownership but now includes additional advantages of being associated with a national travel club. Royale Associates will contractually syndicate one hundred (100) of the established 1,609 RCI resort affiliates as vacation destinations for a national travel/vacation club. With the willing acceptance of the one hundred top RCI resorts, the nationally promoted travel/vacation club will become the coast to coast travel club of choice.

 

The Company will be a national marketing and sales entity that promotes vacation destinations within the RCI member resorts and other similar partners. The Company’s platform will be designed to be a holiday purveyor that optimizes the availability of various resort destinations and meet the nuanced demands of the seasoned traveler. The difference that distinguishes the Company from competitor vendor vacation offerings is that the Company offers travel opportunities within a network of RCI member properties, hotel resorts, and recreational facilities. The Company’s clients will become a bona fide RCI member with direct web site access to copious bargains, a full range of availability, and a geographic travel diversity that challenges the best competitors in the market today.

 

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We believe that the Company’s RCI affiliate sponsored club membership will provides an affordable alternative to a timeshare purchase, but one that retains many of the benefits of timeshare ownership. The Company will utilize a club membership model developed in conjunction with sponsoring RCI affiliate destinations. We believe that the Company will differentiate itself from competitive offerings, in that the Company will offer travel opportunities within a network of syndicated national and international (RCI) affiliated properties, hotel resorts, and recreational facilities. The Company’s customers will become bona fide (RCI) platinum members with direct web site access to copious bargains, a greater range of resort availability, and a geographic travel diversity that challenges the dominant competitors in the market today.

 

The Company will sell its club membership nationally to the non-timeshare owning public emphasizing and promoting its RCI affiliate destinations. Each cooperating RCI affiliate location will become a club member sponsor. Sponsorship will be assigned by the club member’s geographic location nearest to an RCI sponsored affiliate. For example, when the Company signs up a member in California, the closest RCI affiliate is designated as the club member’s sponsor resort. The resort receives the club member’s contact information, and instead of paying for a qualified prospect, it offers the vetted club member and spouses a two-night three-day mini vacation.

 

Benefits

 

Accessibility: We believe that the Company’s business model will make travel experiences more accessible to the average consumer. Travelers will not need to own a timeshare to experience the advantages of a timeshare lifestyle; they will gain access to the (RCI) member network without the expense.

 

Flexibility: We believe that the Company’s business will empower its clients by an expansive offering of vacation locations from Hawaii to Florida; noting that the further in advance the reservation the better the assurance of place, dates, and accommodation.

 

Competitive Advantages

 

What follows is a listing of the primary benefits of the Company’s business upon entering the market.

 

  The Company possesses the means to harnesses a diverse and established network of (RCI) member resorts thereby offering a valuable asset to the vacation traveler
     
  Flexibility of unit size
     
  Flexibility of travel locations
     
  No long-term commitments required
     
  Outstanding customer service and sales professional
     
  Niche segment in the travel industry
     
  Affordable pricing with luxury options

 

Plan of Operation

 

The Company’s assets will be cash, cash equivalents, revenue pass-thru commissions, note-receivables, and Resort Condominiums International (RCI) member issued weeks or points retained for resale. The Company will be composed of not more than three employees and will function with as much cloud based interconnection as possible within its daily operation.

 

The Company will develop a unique operational platform and a dynamic financial configuration designed to augment and enhance the current timeshare opportunity.

 

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As part of its plan of operations, the Company plans on engaging a third-party service provider, Daticus, to provide technological solutions in furtherance of its business model. Daticas (Data Logistics) has been a fulfillment entity and backbone for a number of Vacation and Travel Clubs for almost 20 years. It customizes and private label different programs and memberships to companies in the USA and worldwide.

 

Daticus offers a “Reinventing Vacations” program, where it will attach condo inventory “bricks and mortar” from its Resorts to the Company’s Vacation Club benefits. This formula will allow the enrollment of potential customers into the RCI exchange program, giving access to members to all RCI WEEKS OR RCI POINTS benefits and a VIP customer service through almost 200 RCI offices worldwide.

 

Daticus will provide private labeled options based on the Company’s marketing and sales requirements. Legal documentation, web designs, logos, banners, collateral materials and technical and administrative support will be provided to the Company based on RCI Legal requirements.

 

Daticus’ platforms provide RESORT information, instant enrollment affiliations of members with RCI, prices, instant reservation /confirmations and payment transactions on REAL TIME, with a click of a button, all automated processes.

 

The Company has devised a creative, multi-channeled approach to generating demand, re-marketing and utilizing (RCI) member resorts as vacation destinations.

 

Channel 1: Demand Generation

 

  Building a database through strategic pricing developed by each resort:
         
      The Company will form partnerships with large organizations that have organic access to their employees. An example of such structures includes church groups, big business, and travel agencies.
         
  Television, Internet marketing, and Radio:
         
      The Company via its contracted parties create infomercials and commercials to induce direct responses among the target market.
         
  Website and mobile:
         
      A well-optimized web and mobile site with proper site structure, page layout, and clear and easy navigation, along with targeted keywords embedded throughout the site has been constructed and will ensure proper search engine placement and saturation. The web and mobile platform will detail the Company’s services and enable consumers to purchase a travel plan.
         
  Internet:
         
      The Company will allocate a significant budget to Pay-Per-Conversion marketing channels such as AdWords. Also, the Company will purchase banner Ads to target millennials.
         
  Social media:
         
      The Company will allocate a significant portion of its marketing budget to generate brand awareness and manage its brand on social media sites, such as Facebook, LinkedIn, and Twitter. Social media has the potential to reach millions of potential consumers. Media coverage will increase the Company’s credibility and recognition amongst millennial’s and other demographics.

 

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Channel 2: Outbound Remarketing

 

The Company will contract with Customer Support Centers who employ a dedicated team of vacation specialist that follow-up on inbound leads generated from marketing efforts. They will also lead the effort in the upselling of RCI memberships.

 

  Re-marketing the database to upgrade conversion
         
      A vetted database of travelers derived from a focused campaign of persistent marketing responders, who have expressed permission for re-marketing on the benefits of “club membership.”
      These registered individuals are accessible by phone, email, and are familiar with the brand, and placed within a vetted database. This marketing strategy enables growth and is easily scalable as demand increases.

 

Channel 3: Authorized Distributors

 

The Company will contract with member resorts influencing them, under certain terms and conditions, to sell “club membership” as a sales alternative to a failed time share offer.

 

The Market: Travel Industry

 

The domestic and international American travel industry is a significant market that is expected to rise. Currently, Americans are expected to spend $802 billion on domestic trips; that figure is anticipated to reach $1.026 trillion by 2020. Meanwhile, international travelers are projected to spend $139 billion on travel in the U.S. and will likely to reach $208 billion by 2020. In 2014, the U.S. had the second largest outbound tourism expenditure in the world, at $110.8 million. That same year, travel and tourism’s total contribution to the global economy was $7.58 trillion. In 2014, Americans spent over $927 billion in domestic and international travel combined. 68 million U.S. citizens traveled to international regions in 2014. An estimated 8 million Americans, 7% of which are U.S. households own a timeshare according to the American Resort Development Association.

 

Global Market Analysis

 

The travel and tourism industry contributes to the global economy on a massive scale. In 2014, the industry’s global economic impact (direct, indirect, and induced) totaled a whopping US$7.58 trillion. Direct impact (which includes transportation, accommodations, entertainment, and attractions) contributed US$2.36 trillion to the global economy. The total and direct economic impact of the travel and tourism industry has been growing year over year since 2009. In 2014, direct economic impact increased by 9.3 % over 2013 levels.

 

Addressable Market: The timeshare industry is a significant subset of the travel industry. In 2014, timeshare sales volume amounted to US$7.9 billion, a 4% increase over the previous year rental revenue also rose 4 % in 2014 to US$1.9 billion.

 

Market Trends

 

Timeshare sales volume and rental revenue may have grown by 4% in 2014, that growth rate lags when compared to the rate of increase of the entire travel and tourism industry. In 2014, the direct economic impact of the sector totaled $2.36 trillion, a 9.3% increase over 2013 levels.

 

Market Survey and Challenges

 

Traditional timeshares, travel clubs, and exchange travel services make up a significant portion of the travel service market. These travel services promise competitive pricing, geographical convenience, and luxury vacation experiences to their consumers, the average (RCI) resort focuses exclusively on timeshare sales within their region.

 

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Time Shares

 

A timeshare is a property with a particular form of ownership and uses rights. Typically, these properties are resort condominium units in which multiple parties hold usage rights. For instance, a party, which owns a stake in a timeshare in Cocoa Beach, FL, may be entitled to just one week of usage each year, during the first week of May. The U.S. timeshare market is a $7.6 billion business. In theory, owning a timeshare offers some benefits to users. Instead of spending money on a hotel or rental, which provides zero equity, users instead, can own an investment by purchasing re-sellable partial rights to the property. However buying a timeshare is a financial obligation, a destination commitment, and a lifetime concern.

 

Mechanics of Time Shares

 

There are some reservation systems used by timeshare companies to allot units among their users. While these methods are not exhaustive, these are some of the most commonly used:

 

Fixed or Floating Time. In a fixed week system, you buy the unit for use during a particular week of the year. In a floating week system, you use the unit within a particular season of the year, reserving the time you want in advance; confirmation typically is provided on a first-come, first-served basis.

 

Fractional Ownership. Fractional refers to multiple weeks of purchase or when the asset is of a very high value.

 

Lockoff or Lockout. You occupy a portion of the unit and offer the remaining space for rental or exchange. These units typically have two to three bedrooms and baths.

 

Points-Based Vacation Plans. You buy a certain number of points and exchange them for the right to use an interval at one or more resorts. In a points-based vacation plan (sometimes called a vacation club), the number of points ones needs to use varies according to the length of the stay, the size of the unit, the location of the resort, and when you want to use it.

 

The Drawbacks of Time Shares

 

  The average cost of a one-week timeshare is $20,020. Add to that the annual maintenance fees, which average $880 an alternative offer is valid.
     
  Timeshares are notoriously difficult to sell as the amount of newly built timeshares, and ones up for resale vastly outweigh the demand. As a result, a timeshare purchase is not an investment but a vacation expenditure.

 

Travel Clubs

 

A travel club is a paid-membership organization that provides its members with discount travel services. By paying member dues, subscribers gain access to wholesale pricing on airfare, car rentals, activities, condos rentals, hotel stays and more. However, like timeshares, travel clubs raise some red flags with consumer advocacy groups. Fraud is a concern in this industry, and it is a relatively unregulated market. In 2012, the Better Business Bureau (BBB) received over 200,000 inquiries regarding travel club companies as well as 2,000 formal consumer complaints. Also, the BBB also uncovered the following about the travel club market:

 

  Travel club marketers utilize deceptive or misleading solicitation methods.
     
  Travel club distributors use high-pressure sales tactics.
     
  A typical travel club membership cost ranges from $4,000 to $8,000 – a price tag that significantly overvalues the savings and offerings a membership provides.
     
  Members are often dismayed with the deals they have access to and report that the deals described during the sales pitch did not match reality.
     
  The majority of club sales are transacted by a card association issued credit card; these transactions are subject to a six-month charge back from disgruntled cardholders.

 

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Nevertheless, there are reputable organizations in this industry, and the membership fees are less expensive than an investment in a timeshare. Furthermore, there are no maintenance’s fees. The challenge is that unlike the Company, travel clubs do not hold inventory and do not offer the flexibility of choosing the when and where the consumer wants to travels. Travel clubs have access to discounted travel deals by brokering off-peak and last minute deals.

 

Exchange Travel Services

 

Exchange travel services aim to remedy some of the issues faced by timeshare owners and travel club members by providing a market where timeshare owner may vacation in a different location. For instance, a timeshare owner who no longer wants to vacation in the same region can exchange his or her timeshare for a travel experience in a different area using an exchange travel service. Major players in the exchange travel series space include RCI and Interval International.

 

Target Customers

 

Presently, in the domestic market, there are over 1,609 established, viable (RCI) affiliated resorts that have the essential resources for the most discriminating vacation traveler. These resorts have (with exceptions) a limited marketing range relative to its geographic sector. Few of these resorts advertise on a national scale. Many have sold a significant percentage of their time share occupancy and are seeking an additional income source. At first, the Company expects to be interested in contracting with one hundred (100) of these choice resorts.

 

Market Segmentation

 

The Company believes that RCI syndicated resorts will appeal to a broad range of demographics, from young adults to retirees. We believe that while millennials are increasing their spending on tourism, older adults, when it comes to spending on travel memberships, consistently outspend the more youthful traveler.

 

Millennials: Millennials (born between 1980 and 2000) now represent 20% of international tourism, and their increase in spending on travel has “vastly outstripped” that of any other age cohort, according to the World Youth Student and Educational Travel Confederation. This generation is responsible for more than $185 billion in international tourism revenue each year – up nearly 30% over 2007 levels. Those figures will rise over the next five years as millennial’s earnings increase. Millennial’s already outnumbered Baby Boomers in the United States, representing 82 million and 77 million of the population, respectively.

 

Generation X: Generation Xers (born between 1965 and 1980) vacation schedule closely follows the school-year calendar, and they are less likely to travel further distances from home than other generations. While they take shorter vacations and stay closer to home, Generation Xers spend the most per day ($627) while traveling than those in other age cohorts.

 

Baby Boomers: Baby Boomers (born between 1946 and 1964) spend a considerable amount on travel as they transition into retirement. They take, on average, between four and five trips per year, with 42% of Baby Boomers traveling both domestically, in the United States, and internationally. Baby Boomers spend $157 billion on trips every year.

 

Competition

 

IBISWorld estimates that in 2015, the industry’s top four players will account for over 17.2% of the available market, giving this industry a low level of concentration. Market share concentration has increased over the past five years as industry consolidation has intensified, especially with the growing online booking engines segment. Smaller players have banded together to use their combined knowledge serve existing clients. The Company is keenly aware that it must consistently analyze the competitive landscape to accelerate its position in the marketplace. Although the Company does not have a direct competitor, there are numerous indirect competitions. Identified competitors are described below:

 

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Expedia Inc. is an internet-based travel website headquartered in Bellevue, WA. The company was created in 2005 when InterActive Corp. (IAC) spun off its travel businesses as a new publicly traded entity. Expedia is one of the world’s largest online travel services, operating through its branded websites that include Hotels.com, Hotwire.com, Worldwide Travel Exchange, Interactive Affiliate Network, Classic Vacations, Expedia Corporate Travel, eLong, and TripAdvisor. These websites allow business and leisure travelers to research, plan, book, and manage travel, receiving a total of about 50.0 million unique visitors on a monthly basis. Expedia earned $4.8 billion globally in 2013 on $39.4 billion in gross bookings (total retail value of transactions booked for both agency and merchant transactions). The company employs about 14,000 full-time and part-time staff, meaning it earns more revenue per employee than its brick-and- mortar competitors. Expedia’s strategic focus is to increase its online presence and sales. Over the past decade, this has been achieved by acquisitions of established online sites. More recently, the company has expanded its services into new markets and emerging countries and now earns about 53.0% of its annual revenue in the United States. The company is investing heavily in its mobile capabilities to meet the demand for rising smartphone bookings, which it believes will represent a higher share of its overall transactions going forward. In December 2011, Expedia spun off its TripAdvisor business into a publicly traded company.

 

Priceline LLC is a Norwalk, CT-based company and website that allows users to purchase discount travel-related products such as airline tickets, hotel stays, and car rentals. The company was founded in 1998 and operates under the brands of Priceline.com, Booking.com, Agoda.com, and rentalcars.com. Priceline.com provides TripFilter advanced search technology and can offer low prices through its “Name Your Own Price” service. Booking.com is one of Europe’s largest hotel-reservation services and operates across 60 countries in 16 languages. Priceline.com employs about 12,700 staff, of which 2,800 are in the United States. The company earned $8.4 billion in revenue globally in 2014 on gross bookings of $50.3 billion. Priceline.com made a major acquisition in November 2012, purchasing KAYAK Software Corporation (owner of Kayak.com) for about $1.8 billion in cash and stock. Metasearch engines collate results from multiple search engines; this purchase will help Priceline.com close the gap with Expedia in the US market and reduce its dependence on paid Google placements. Priceline.com previous acquisitions: Booking.com, Agoda, and TravelJigsaw, have contributed substantially to the company’s international growth. Booking.com had globally more than 45,000 partners, mostly hotels, and increased its reach to Europe. Agoda.com is the main Asian online hotel-booking service.

 

Carlson Wagonlit Travel (CWT) operates business-focused travel agencies across 150 countries through its Carlson Leisure Group and has over 2,000 locations in the United States alone. CWT had sales of $27.3 billion in 2014 on 62.3 million on- and offline sales. The company, which employs about 20,000 staff, co-owned by Carlson Companies (55.0%) and JPMorgan Chase (45.0%); the company’s majority owner, Carlson Companies Inc., is heavily involved in international tourism, operating in both the global hotel segment and the travel segment. The company is involved in accommodation through the Carlson Rezidor Hotel Group, which comprises more than 1,300 hotels under six brands: Radisson Blu, Radisson, Park Plaza, Park Inn, Country Inns and Suites and Hotel Missoni.

 

The American Express Company is a diversified global travel, financial and network Services Company headquartered in New York City. The company’s services cover credit cards, prepaid services, and travel and business services. The travel services segment consists of the company’s US consumer travel, international consumer travel and global corporate travel segments. American Express Business Travel focuses on corporate clients of any size and their travel needs and expenditures. The subsidiary operates across 140 countries and processed billions in global travel sales through its network and partnerships and agreements with others. Travel solutions and information are provided both online and offline. Online sales represent the majority of domestic travel. American Express’s US consumer travel division generated total travel sales of $4.0 billion in 2014. American Express provides travel services to consumers and corporate clients through call centers, offices, and a website. The company earns travel commissions and fees by charging a transaction or management fee to both consumers and suppliers for travel- related transactions. American Express’s commission rate as a percentage of sales ranged between 6.8% and 7.7% in 2014, with its global corporate travel division garnering the highest commission rate. Overall, commission rates have declined over the past five years due to increased competition. The company also operates a wholesale tour business whereby it purchases and packages inventory from the airline, hotel, and auto rental company suppliers. American Express, earned $277.2 million in the US industry- related revenue in 2015.

 

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Barriers to Entry

 

This industry has low barriers to entry, with few restrictive factors prohibiting new players from entering the industry. There are no obstructive licensing requirements that preclude new travel companies from starting a new business, and capital requirements are low. The Company needs to develop economies of scale and brand recognition to protect its market share. Economies of scale are important, because to command low prices and high margins, the Company must be able to control sizeable inventory. Controlling inventory and having the direct relationship with (RCI) is a significant barrier to entry for others. This innovative travel solution is challenging to replicate and eliminates mandatory maintenance fee’s that have traditionally turned off consumers in the timeshare market.

 

The industry has a medium level of concentration with a few large, dominant players. However, beyond these large players, the industry is highly fragmented with a large number of small, independent operators, many of which are owner-operators with no employees. Over the past five years, the industry has become increasingly specialized, giving rise to new firms entering the industry to focus on niche segments.

 

Suppliers and Strategic Partners

 

Resort Condominium International (RCI)

 

Resort Condominium International (RCI) is a division of Wyndham Worldwide and the world’s largest holiday timeshare company. There are 4,300 RCI affiliates in 100 countries and 1,609 of which are in the United States. Worldwide, RCI has a membership base of approximately 3.8 million members. RCI is a timeshare exchange broker. The company does not develop or sell timeshares. Owning a timeshare is an RCI membership requirement and as an owner one may transfer one’s week throughout the RCI affiliated network.

 

An RCI affiliated resort facility that sells timeshares has a prohibitive marketing cost ($300.00 to $600.00) per qualified prospect. The RCI affiliated resort (the timeshare seller) vigorously markets for ‘qualified’ prospects realizing that success relies on a sales ratio of mathematical probabilities. Of the eligible persons that will submit to a 90-minute presentation and purchase is two out of every five people, three reject the offering

 

Ixtapa Palace Resort

 

On June 8, 2016, the Company entered into an agreement (the “Ixtapa Agreement”) with the Ixtapa Palace Resort, a RCI-member resort hotel located in Ixtapa, Mexico (“Ixtapa Palace”). Pursuant to the terms of the Ixtapa Agreement, Ixtapa Palace shall grant to the Company the exclusive right to market and sell sanctioned Ixtapa Place Hotel-Vacation Packages that include RCI website activation and membership. The term for this exclusive right to sell and market is 10 years. This exclusive right to “market and sell” shall come with a territory that covers North America with the first right of refusal for Europe and Asia. A total kit cost of $400 is due from the Company to Ixtapa Palace for each activation that is made into RCI.

 

Daticas (Data Logistics)

 

Daticas (Data Logistics) has been a fulfillment entity and backbone for a number of Vacation and Travel Clubs for almost 20 years. Daticas customizes and private label different programs and memberships to companies in the USA and worldwide. The Company is currently in negotiations to engage Daticas to provide a technological platform to resell its time share interests.

 

Marketing Plan

 

With the collaboration of coast to coast RCI member resorts, the Company will independently market directly to prospective travelers.

 

The Company will implement an aggressive marketing plan to inform and explain the benefits of “club membership.” The Company will contract with Customer Support Centers who offer mini vacation packages at a highly competitive price to key influencers, such as churches, large employers, travel agencies, and any other organization that has an influence on the target market. Other marketing channels include marketing vacation opportunities directly to consumers via Internet, radio, Public Relations, and Television. We will launch with a deeply discounted vacation packages designed for and directed to established RCI member resorts.

 

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Pricing

 

The Company’s marketing model is structured to enhance RCI member resorts in a way that maximizes its exposure to their target market. The key to that model is a pricing strategy, developed by the individual member resort, to establish and build upon a vetted “club member” that has been targeted by the Company. Nevertheless, the pricing strategy is just one facet of the company’s efforts to generate new club members through various marketing channels. The Company will focus on three main channels which we believe will allow it to generate leads and increase conversion rates.

 

Employees

 

The Company has approximately 2 employees.

 

Legal Matters

 

There are no pending, threatened or actual legal proceedings in which the Company is a party.

 

THE COMPANY

 

Background

 

Syndicated Resorts Association, Inc., then known as Royale Associates LLC (“SRA” or the “Company”), was incorporated in Nevada on August 1, 2014 as a Nevada limited liability company.

 

On October 26, 2017, the Company filed Articles of Conversion with the Nevada Secretary of State pursuant to which the Company changed its name to Syndicated Resorts Association, Inc. and was converted into a Nevada corporation.

 

The Company has an authorized capitalization of 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. The Company has a fiscal year end of December 31. As of the date of this prospectus, there are 7,610,000 shares of common stock of the Company issued and outstanding and no shares of preferred stock issued and outstanding.

 

Recent Developments

 

Ixtapa Palace Resort Agreement

 

On June 8, 2016, the Company entered into an agreement (the “Ixtapa Agreement”) with the Ixtapa Palace Resort, a RCI-member resort hotel located in Ixtapa, Mexico (“Ixtapa Palace”). Pursuant to the terms of the Ixtapa Agreement, Ixtapa Palace shall grant to the Company the exclusive right to market and sell sanctioned Ixtapa Place Hotel-Vacation Packages that include RCI website activation and membership. The term for this exclusive right to sell and market is 10 years. This exclusive right to “market and sell” shall come with a territory that covers North America with the first right of refusal for Europe and Asia. A total kit cost of $400 is due from the Company to Ixtapa Palace for each activation that is made into RCI.

 

Employees

 

The Company has 2 employees.

 

Subsidiaries

 

The Company has no subsidiaries.

 

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Property

 

The Company has its headquarters at 5530 South Valley View Blvd, Suite 105, Las Vegas, Nevada 89118.

 

William Barber, the Company’s sole officer and director of the Company, entered into a lease agreement on July 11, 2014 for approximately 12,937 square feet to rent office space located at 5530 South Valley View Blvd, Suites 103- 105, Las Vegas, Nevada 89118. The lease is for 60 months, commencing on August 1, 2014 and ending on July 31, 2019. Mr. Barber permits the Company to use the premises located at 5530 South Valley View Blvd, Suite 105, Las Vegas, Nevada 89118 as its corporate office free of charge.

 

Legal Proceedings

 

There are no pending, threatened or actual legal proceedings in which the Company is a party.

 

Emerging Growth Company

 

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April, 2012. The definition of an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011 and has less than $1 billion of total annual gross revenues during last completed fiscal year.

 

Jumpstart Our Business Startups Act

 

In April, 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things: Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies; Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934; Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings; Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and Exemption from registration by a non-reporting company offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and such sales are exempt from state law registration, documentation or offering requirements. In general, under the JOBS Act a company is an emerging growth company if its initial public offering (“IPO”) of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of

 

  (I) the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,
  (ii) the completion of the fiscal year of the fifth anniversary of the company’s IPO;
  (iii) the company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or
  (iv) the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934.

 

The Company meets the definition of an emerging growth company will be affected by some of the changes provided in the JOBS Act and certain of the new exemptions. The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below. Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:

 

(I) audited financial statements required for only two fiscal years;

(ii) selected financial data required for only the fiscal years that were audited;

 

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(iii) executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)

 

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company.

 

Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

 

The JOBS Act also exempts the Company’s independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except as otherwise required by SEC rule.

 

The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company’s accounting firm or for a supplemental auditor report about the audit.

 

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public accounting firm to file a report on the Company’s internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company’s internal control over financial reporting.

 

Section 102(a) of the JOBS Act goes on to exempt emerging growth companies from the requirements in 1934 Act § 14A(e) for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

 

Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition, the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.

 

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a road show.

 

Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

 

The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

 

Legal Proceedings

 

There are no pending, threatened or actual legal proceedings in which the Company is a party.

 

23
 

 

Agreement with Tiber Creek Corporation

 

William Barber, a director and officer of the Company, entered into an agreement with Tiber Creek Corporation (“Tiber Creek”) whereby Tiber Creek would provide assistance in effecting transactions for the Company to become a public company, including the preparation and filing a registration statement with the Securities and Exchange Commission, advise and provide assistance on listing its securities on a trading exchange, assistance in establishing and maintaining relationships with market makers and broker-dealers and assistance in other transactions, marketing and corporate structure activities available at that time.

 

Reports to Security Holders

 

Upon effectiveness of its Form S-1 registration statement and the filing a Form 8-A, the Company will become a reporting company pursuant the Exchange Act of 1934 and will file with the Securities and Exchange Commission quarterly and annual reports and management shareholding information. The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests the same.

 

The Company’s documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001723177.

 

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

 

This Prospectus contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

 

Overview

 

References to the financial condition and performance of the Company below in this section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are to Royale Associates, LLC, the Company’s predecessor entity prior to the Conversion.

 

As of December 31, 2016, the Company had members’ equity of $9,192, and a cash balance of $9,192. During the year ended December 31, 2016, the Company incurred a net loss of $44,763. During the period from January 1, 2017 through September 30, 2017, the Company had a net loss of $19,049 and, as of September 30, 2017, the Company had members’ deficit of $2,218.

 

The Company anticipates that it would need approximately $100,000 over the next 12 months to continue as a going concern. The Company’s management and several shareholders plan to continue to fund the Company’s operations during the next 12 months or until the Company can generate an ongoing source of capital sufficient to independently continue its operations.

 

Revenues and Losses

 

During the nine months ended September 30, 2017, the Company posted net revenues of $0, total operating expenses of $36,319, consisting of advertising expenses of $8,691, general and administrative expenses of $9,773, and legal and professional fees of $17,855, and a net loss of $19,049. In comparison, during the nine months ended September 30, 2016, the Company posted net revenues of $0, total operating expenses of $23,189, consisting of advertising expenses of $7,545, general and administrative expenses of $14,144, and legal and professional fees of $1,500, and a net loss of $23,394.

 

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During the year ended December 31, 2016, the Company posted net revenues of $0, total operating expenses of $44,133, consisting of advertising expenses of $18,752, bank charges of $73, computer and website expenses of $18,700, dues and subscriptions of $935, legal and professional fees of $3,750, office expenses of $721, printing costs of $26, travel and entertainment expenses of $190 and travel and lodging expenditures of $986, and a net loss of $44,763. During the year ended December 31, 2015, the Company posted net revenues of $0, total operating expenses of $353, consisting of bank charges of $80, dues and subscriptions of $3 and office expenses of $270, and a net loss of $353.

 

Liquidity and Capital Resources

 

As of September 30, 2017, the Company had cash available of $3,736.

 

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans.

 

Discussion of the three months ended September 30, 2017 compared to three months ended September 30, 2016

 

The Company has not had any revenues related to the business of the Company since inception.

 

During the three months ended September 30, 2017, the Company posted a net loss of $10,426 as compared to net loss of $19,243 for the three months ended September 30, 2016. The reduction in net loss resulted from a reduction in advertising and general and administrative expenses as the Company shifted the focus of its operations.

 

Discussion of the nine months ended September 30, 2017 compared to nine months ended September 30, 2016

 

The Company has not had any revenues related to the business of the Company since inception.

 

During the nine months ended September 30, 2017, the Company posted a net loss of $19,049 as compared to net loss of $23,394 for the nine months ended September 30, 2016. The reduction in net loss resulted from an increase in income as part of a one-time marketing project, which is non-recurring and is not the primary business of the Company.

 

For the nine months ended September 30, 2017, the Company used cash in operating activities of $22,992. During such period, the Company also received cash from investing activities in the amount of $17,536.

 

As of September 30, 2017, the Company had $3,736 in cash.

 

Discussion of Year ended December 31, 2016 compared to Year Ended December 31, 2015

 

As of December 31, 2016 and December 31, 2015, the Company has not generated any revenues because the Company is still in the early stages of its development and has yet to fully implement its plans for commercialization.

 

During the year ended December 31, 2015, the Company posted a net loss of $353 as compared to a net loss of $44,763 for the year ended December 31, 2016. The increase in net loss resulted from the shift in the focus of the operations of the Company from development towards commercialization.

 

As of December 31, 2016 and December 31, 2015, the Company has not generated any profits because the Company is still in the early stages of its development and has yet to fully implement its plans for commercialization.

 

25
 

 

Operating expenses were $44,133 for the year ended December 31, 2016 as compared to $353 for the year ended December 31, 2015. The increase in operating expenses resulted primarily from the shift in the focus of the operations of the Company from development towards commercialization.

 

During the year ended December 31, 2016, the Company used cash in operating activities of $35,136. During such period, the Company also received cash from investing activities in the amount of $39,411. In contrast, during the year ended December 31, 2015, the Company used cash in operating activities of $353. During such period, the Company also received cash from investing activities in the amount of $5,000.

 

As of December 31, 2016, the Company had $9,192 in cash. In contrast, as of December 31, 2015, the Company had $4,917 in cash.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

Equipment Financing

 

The Company has no existing equipment financing arrangements.

 

Potential Revenue

 

The Company intends to earn revenue from executing its business plan. Specifically, the Company plans to generate revenues from resales of vacation weeks and points of member resorts.

 

Alternative Financial Planning

 

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized. If the Company is unable to raise funds through equity sales or otherwise, the Company may also consider selling some of its silver holdings in the future to finance other operations.

 

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a material adverse effect on its business, results of operations liquidity and financial condition.

 

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financial in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a material adverse effect on its business, results of operations liquidity and financial condition.

 

Critical Accounting Policies

 

For the period ending December 31, 2016, the financial statements have been prepared and audited in accordance with generally accepted accounting principles (GAAP) in the United States.

 

MANAGEMENT

 

The following tables set forth information regarding the Company’s board of directors and its executive officers.

 

26
 

 

Officers and Directors

 

Name   Position
William Barber   President, Secretary, Treasurer, Director

 

Directors

 

The Company is authorized to have at least one director but no more than five. Each of the Company’s directors serves for a term of one year or until a successor is elected and qualified.

 

Director Independence

 

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. Based on this definition, the Company has no independent directors. The Company’s board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly.

 

Involvement in Certain Legal Proceedings

 

None of our directors or executive officers has, during the past ten years:

 

● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 

● Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

● Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

● Been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

● Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

● Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a) (26) of the Exchange Act (15 U.S.C. 78c(a) (26)), any

 

● Registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act (7 U.S.C. 1(a) (29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

27
 

 

Committees and Terms

 

The Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

 

William Barber serves as the President and a director of the Company. Mr. Barber is an international businessman, entrepreneur, and investor with significant experience in casualty insurance, premium finance, reinsurance, casino operations & funding, route slot machine distribution in Europe, casino marketing advising, and as an independent financier. He has owned significant investments in a NASD Broker-Dealer and recently served as a consultant for the County of East Montgomery, Texas. For the last 15 years, Mr. Barber has owned and operated 2C Processor USA, LLC, a Nevada based credit card payment business that is additionally domiciled in Los Angeles as a VISA-Master Card designated ISO Company. Mr. Barber also owns and operates Rue Royale Fine Art LLC a lithographic printing publisher complete with lithographic representation of a wide range of artworks from world-renown artists. Mr. Barber attended East Washington High School in Washington, PA and served in the United States Marine Corp. as a veteran of the Vietnam War, Panama Invasion, Desert Shield, and the 1st Gulf War.

 

EXECUTIVE COMPENSATION

 

Summary Compensation

 

The Company has not paid any executive compensation.

 

The Company has not entered into any employment agreements with any of its officers. It intends to pay annual salaries to such officers and will pay an annual stipend to its directors when the Board determines, in its sole discretion, that cash flow is sufficient to make such payments in light of other cash needs of the Company.

 

Although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program. In addition, the Company plans to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

 

Employment Agreements

 

The Company has not entered into any employment agreements with any officers or key personnel. The Company has no oral agreements or understandings with any officer or employee regarding base salary or other compensation.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s Common Stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

 

Name and Position   Shares Owned     Percent of
Class (1)
    Voting
Percentage
 
William Barber, (2)(3)
President, Secretary, Treasurer, Director
    6,000,000       80 %     78 %
                         
All Officers and directors as a Group (1 person)     6,000,000       80 %     78 %

 

  (1) Based on 7,610,000 shares of Common Stock outstanding.
     
  (2) Consists of 6,000,000 shares issued as a result of the Conversion.
     
  (3) The address of the officers and directors of the Company is located at 5530 South Valley View Blvd, Suite 105, Las Vegas, Nevada 89118.
     

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

James Cassidy, a partner in the law firm which acts as counsel to the Company, is the sole owner and director of Tiber Creek Corporation, which was issued 1,000,000 shares of the Company’s common stock. Tiber Creek’s affiliate, MB Americus LLC, a California limited liability company, was designated 333,333 of the common stock shares in the Company issued to Tiber Creek Corporation. James Cassidy and James McKillop, who is the sole officer and owner of MB Americus, LLC, are both promoters of the Company and provided certain services to the Company, including preparation and filing of the charter corporate documents and preparation of the instant registration statement.

 

On October 26, 2017, the Company issued 6,000,000 shares of its common stock to William Barber, an officer and director of the Company, valued at $600 or $.0001 per share, as a result of the Conversion.

 

On December 12, 2017, the Company issued 1,000,000 shares of its common stock to Tiber Creek Corporation, at a purchase price of $.0001 per share, pursuant to an engagement agreement. Of these shares, 333,333 shares were designated to MB Americus, LLC.

 

SELLING SHAREHOLDERS

 

The Company is registering for offer and sale by existing holders thereof 1,210,000 shares of common stock held by such shareholders. The Company will not receive any proceeds from the sale of the Selling Shareholder Shares. The selling shareholders have no agreement with any underwriters with respect to the sale of the Selling Shareholder Shares. The selling shareholders, who are deemed to be statutory underwriters, will offer their shares at a price of $0.10 per share, until the close of the Offering.

 

The selling shareholders may from time to time offer the Selling Shareholder Shares through underwriters, dealers or agents, which may receive compensation in the form of underwriting discounts, concessions or commissions from them and/or the purchasers of the Selling Shareholder Shares for whom they may act as agents. Any agents, dealers or underwriters that participate in the distribution of the Selling Shareholder Shares may be deemed to be “underwriters” under the Securities Act and any discounts, commissions or concessions received by any such underwriters, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act.

 

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The following table sets forth ownership of shares held by each person who is a selling shareholder.

 

    Before Offering           After Offering  
Name   Number of
Shares
Owned
    Percent
of Class
(1)
    Shares
Offered
for Sale
    Number of
Shares
Owned if
All Shares
Offered for
Sale Sold
    Percent of
Class Owned
if
All Shares
Offered for
Sale Sold (1)
 
                               
William Barber (2)     6,000,000       80 %     600,000       5,400,000       72 %
                                         
Teodora Buda-Gordon     20,000       *       20,000       0       *  
                                         
Guy Arzamendi     20,000       *       20,000       0       *  
                                         
Hawthorne Holdings Limited (3)     20,000       *       20,000       0       *  
                                         
Jose G. Mayoral     20,000       *       20,000       0       *  
                                         
Rob Chalfant     20,000       *       20,000       0       *  
                                         
Deacon Jones Foundation, Inc. (4)     20,000       *       20,000       0       *  
                                         
Elizabeth Gail Jones     20,000       *       20,000       0       *  
                                         
Carrie Livingston     20,000       *       20,000       0       *  
                                         
Thomas O. Brown     20,000       *       20,000       0       *  
                                         
Jennifer Oldenburg     20,000       *       20,000       0       *  
                                         
Marcia Caporn     20,000       *       20,000       0       *  
                                         
Harve Lubin     20,000       *       20,000       0       *  
                                         
John Callaghan     20,000       *       20,000       0       *  
                                         
William H. O’Grady     20,000       *       20,000       0       *  
                                         
Tom Flickinger     20,000       *       20,000       0       *  
                                         
Joanne Hoffman and Harlan L. Hoffman     20,000       *       20,000       0       *  
                                         
Konstantin Garber     20,000       *       20,000       0       *  
                                         
MAK Consultants, LLC (5)     20,000       *       20,000       0       *  
                                         
Inessa Kazaryan     20,000       *       20,000       0       *  
                                         
Jeffrey Alan Simons     20,000       *       20,000       0       *  
                                         
Albert Gregory Pinto     20,000       *       20,000       0       *  
                                         
Life Pillars LLC (6)     30,000       *       30,000       0       *  
                                         
Harvey Mason and Rosalyn Mason     20,000       *       20,000       0       *  
                                         
Ann H. Crouse     20,000       *       20,000       0       *  
                                         
Drew J. Freeman     20,000       *       20,000       0       *  
                                         
Lisa Howell     20,000       *       20,000       0       *  
                                         
Michael Howell     20,000       *       20,000       0       *  
                                         
Micheal J. Brock     20,000       *       20,000       0       *  
                                         
Jill Greenbaum     20,000       *       20,000       0       *  
                                         
Michael Joseph Owens     20,000       *       20,000       0       *  
                                         
      6,610,000               1,210,000       5,400,000          

 

30
 

 

* Less than 1%.
   
(1) Based on 7,610,000 shares of common stock outstanding as of the date of this prospectus.
   
(2) Director and/or officer of the Company.
   
(3) Hawthorne Holdings Limited is controlled by Nelson Burtnick.
   
(4) Deacon Jones Foundation, Inc. is controlled by Elizabeth Jones.
   
(5) MAK Consultants, LLC is controlled by Kevin Kazaryan.
   
(6) Life Pillars LLC is controlled by Christopher Beaver.

 

DESCRIPTION OF SECURITIES

 

Capitalization

 

Pursuant to the Company’s certificate of incorporation and amendments thereto, the Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001, of which 7,610,000 shares are outstanding as of the date of the registration statement, of which this prospectus is a part. The Company is also authorized to issue 20,000,000 shares of preferred stock, par value $0.0001, of which no shares of preferred stock are issued and outstanding.

 

Common Stock

 

The Company is registering 1,210,000 shares of common stock offered for sale the holders thereof (“Selling Shareholders”) at an offering price of $0.10 per share.

 

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. In addition to any vote required by law, the consent of at least a majority of the holders of the then-outstanding shares of common stock is required to (i) redeem, purchase or otherwise acquire any share of common stock, (ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of common stock; or (iii) amend the Certificate of Incorporation of the Company if such amendment would change any of the rights, preferences or privileges of the common stock.

 

Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor. In the event of a liquidation, dissolution or winding up, subject to the rights of the shares of preferred stock, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities.

 

Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder’s share value.

 

In the case of dissolution of the Company, the shares of common stock are subordinate to the payment of the Company’s outstanding debts, including repayment of its current promissory notes.

 

Preferred Stock

 

The Company has 20,000,000 authorized shares of preferred stock. As of date hereof, there are no shares of preferred stock are issued and outstanding. The board of directors has the authority to affect a series of preferred stock and designate the rights and preferences thereto.

 

The Board of Directors is authorized to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the applicable law of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the shareholders. Any shares of preferred stock so issued would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. At present, the Company has no plans to issue any preferred stock nor adopt any series, preferences or other classification of preferred stock.

 

31
 

 

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock.

 

Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of the stockholders of the Company, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise. The Company has no present plans to issue any preferred stock.

 

Market Price

 

There is no public market for the Company’s common stock and there is no market price for the Company’s common stock.

 

Admission to Quotation on the OTC Bulletin Board

 

If and when the Company meets the qualifications, it intends to apply for quotation of its securities on the OTC Bulletin Board. There is no assurance that the Company will ever meet such qualifications. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the “specialist” common to stock exchanges. To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. In addition, the Company must make available adequate current public information as required by applicable rules and regulations.

 

If the Company is not able to qualify for quotation on the OTC Bulletin Board or for other reasons, the Company may elect to have its securities initially traded in the OTC Markets Group Inc. (formerly the Pink OTC Markets, aka the “Pink Sheets”). The OTC Markets Group Inc. is the largest electronic marketplace for broker-dealers to trade unlisted stocks. In general, there is greater liquidity for traded securities on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded following the effectiveness of this registration statement.

 

Penny Stock Regulation

 

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the Nasdaq Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.

 

32
 

 

Transfer Agent

 

The Company currently acts as its own transfer agent.

 

Dividends

 

The Company has not paid any dividends to date.

 

LEGAL MATTERS

 

Cassidy & Associates, Beverly Hills, California (“Cassidy & Associates”), has given its opinion as attorneys-at-law regarding the validity of the issuance of the Shares offered by the Company. James Cassidy, a member of the law firm of Cassidy & Associates, is an officer and director of Tiber Creek Corporation and may be considered the beneficial owner of the 666,667 shares of common stock of the Company owned by Tiber Creek Corporation.

 

Interest of Counsel

 

Cassidy & Associates, counsel for the Company, who has given an opinion upon the validity of the securities being registered and upon other legal matters in connection with the registration or offering of such securities, had, or is to receive in connection with the offering, a substantial interest in the Company.

 

EXPERTS

 

BF Borgers CPA PC, an independent registered public accounting firm, has audited the accompanying consolidated balance sheets of Syndicated Resorts Association, Inc. (as Royale Associates LLC) (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended. The Company has included such financial statements in the prospectus and elsewhere in the registration statement in reliance on the report of November 13, 2017, given their authority as experts in accounting and auditing.

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

The Company’s Articles of Incorporation include an indemnification provision that provides that the Company shall indemnify directors against monetary damages to the Company or any of its shareholders by reason of a breach of the director’s fiduciary except (i) for any breach of the director’s duty of loyalty to the Company or its shareholders or (ii) for acts or omissions not in good faith or which involve intentional misconduct of (iii) for unlawful payment of dividend or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit.

 

The Bylaws of the Company provide that the Company shall, to the fullest extent permitted by applicable law, as amended from time to time, indemnify all directors of the Company, as well as any officers or employees of the Company to whom the Company has agreed to grant indemnification. Section 78.7502 of the Nevada Revised Statutes (“NRS”) empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under the NRS, or (iv) for any transaction from which the director derived an improper personal benefit. The NRS provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s by-laws, any agreement, vote of shareholders or otherwise.

 

33
 

 

The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

The Articles of Incorporation does not specifically indemnify the officers or directors or controlling persons against liability under the Securities Act.

 

The Securities and Exchange Commission’s position on indemnification of officers, directors and control persons under the Securities Act by the Company is as follows:

 

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF THE SMALL BUSINESS ISSUER PURSUANT TO THE RULES OF THE COMMISSION, OR OTHERWISE, THE SMALL BUSINESS ISSUER HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE.

 

34
 

 

ROYALE ASSOCIATES LLC

 

INDEX TO UNAUDITED FINANCIAL STATEMENTS

 

September 30, 2017

 

  Page
   
Balance Sheets as of September 30, 2017 and December 31, 2016 F-1
   
Statements of Operations for the three and nine months ended September 30, 2017 and 2016 F-2
   
Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 F-4
   
Notes to Financial Statements F-5

 

35
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

BALANCE SHEETS

September 30, 2017 and December 31, 2016

 

    September 30, 2017     December 31, 2016  
    (Unaudited)        
Current Assets                
Cash (Note 2)   $ 3,736     $ 9,192  
                 
Total Assets   $ 3,736     $ 9,192  
                 
LIABILITIES AND MEMBERS’ EQUITY (DEFICIT)                
                 
Liabilities                
Accounts payable   $ 600     $ 750  
Credit Card Payable (Note 3)     5,354       9,147  
Total liabilities     5,954       9,897  
                 
Members’ Equity (Deficit)     (2,218)       (705 )
Total Liabilities and Members’ Equity (Deficit)   $ 3,736     $ 9,192  

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-1
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

STATEMENTS OF OPERATIONS AND MEMBER’S EQUITY (DEFICIT)

 

   For the nine months ended
September 30, 2017
   For the nine months ended
September 30, 2016
 
   (Unaudited)   (Unaudited) 
Operating expenses          
Advertising  $8,691   $7,545 
General and Administrative   9,773    14,144 
Legal and Professional   17,855    1,500 
           
Total Operating Expenses   36,319    23,189 
           
Loss from Operations   (36,319)   (23,189)
           
Other Income (Expense)          
Other Income (Note 5)  $17,732   $- 
Other Expense (Note 5)   (462)   (205)
           
Total Other Income (Expense)   17,270    (205)
           
Net Loss   (19,049)   (23,394)
           
Member’s Equity (Deficit) - Beginning   (705)   (353)
           
Contributed Capital (Note 4)   17,536    5,000 
           
Member’s Equity - Ending  $(2,218)  $(18,747)

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-2
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

STATEMENTS OF OPERATIONS AND MEMBER’S EQUITY (DEFICIT)

 

   For the three months ended
September 30, 2017
   For the three months ended
September 30, 2016
 
   (Unaudited)   (Unaudited) 
Operating expenses          
Advertising  $1,100   $5,045 
General and Administrative   2,801    13,993 
Legal and Professional   6,355    - 
           
Total Operating Expenses   10,256    19,038 
           
Loss from operations   (10,256)   (19,038)
           
Other Income (Expense)          
Other Expense (Note 5)   (170)   (205)
           
Net Income (Loss)   (10,426)   (19,243)
           
Member’s Equity (Deficit) - Beginning   2,208    496 
           
Contributed Capital (Note 4)   6,000    - 
           
Member’s Equity (Deficit) - Ending  $(2,218)  $(18,747)

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-3
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

STATEMENTS OF CASH FLOWS

 

   For the nine months ended
September 30, 2017
   For the nine months ended
September 30, 2016
 
   (Unaudited)   (Unaudited) 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(19,049)  $(23,394)
Adjustments to reconcile net loss to net cash used in operating activities:          
Change in Operating Assets and Liabilities          
Decrease in Accounts Payable   (150)   - 
Increase (Decrease) in Credit Card Payable   (3,793)   5,425 
Increase in Related Party Loan   -    13,561 
Net Cash Used by Operating Activities   (22,992)   (4,408)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Contributed capital   17,536    - 
           
Net Decrease in Cash   (5,456)   (4,408)
Cash balance - Beginning of Period   9,192    4,917 
           
Cash, End of Period  $3,736   $509 

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-4
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2017 and 2016 and December 31, 2016

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business – Royale Associates, LLC (the “Company”), is a Limited Liability Company which organized and began operations in 2015. The Company is a marketing and sales entity working within the vacation industry. The Company is designed to optimize relationships between resort destinations and potential vacationers. The Company markets to prospective clients through accredited distributors and customer support centers located throughout the United States.

 

Cash and Cash Equivalents - For purpose of the statements of cash flow, cash and cash equivalents include all cash balances and highly liquid investments with a maturity of three months or less.

 

Income Taxes – The Company is treated as a partnership for income tax purposes and does not pay or provide for federal income tax. Members are taxed individually on their share of the Company’s earnings. The Company’s earnings or losses are allocated among the Members in accordance with the operating agreement of the Company.

 

The Company has examined its tax positions and concluded that there are no unrecognized tax benefits that will have a material impact on the financial statements for the nine months ended September 30, 2017 and 2016.

 

The Company’s tax returns are subject to possible examination by the taxing authorities. For federal income tax purposes the tax returns essentially remain open to possible examination for a period of three years after the respective filing deadlines of those returns.

 

Advertising – Advertising costs are expensed as incurred. For the nine months ended September 30, 2017 and 2016, advertising expense totaled $8,691 and $7,545, respectively.

 

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

 

NOTE 2 – CASH

 

As of September 30, 2017 and December 31, 2016, the cash balances were below the FDIC insured limits, and there were no restrictions on cash.

 

F-5
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2017 and 2016 and December 31, 2016

 

NOTE 3 – CREDIT CARD PAYABLE

 

The credit card payable represents the balances accrued on company credit cards. As of September 30, 2017 and December 31, 2016, the accrued balance totaled $5,354, and 9,147, respectively.

 

NOTE 4 – CONTRIBUTED CAPITAL

 

The Company is a single-member limited liability company. All capital contributions made during the nine months ended September 30, 2017 and 2016 are from the sole member.

 

NOTE 5 – OTHER INCOME AND EXPENSE

 

The Company received income as part of a one-time marketing project, which would pay a fee for each qualified person who responded. As part of the project, the Company sold tickets to certain events during the nine months ended September 30, 2017. The income associated with these activities totaled $7,275, and was recognized when completed. The costs associated with the ticket sales totaled $462. This revenue is non-recurring and is not the primary business of the Company, therefore, the activities have been recorded in Other Income and Expense.

 

The Company resolved a dispute for previously paid advertising and interest and received a refund of $10,457 during the nine months ended September 30, 2017. This refund has been included in other income.

 

NOTE 6 – SUBSEQUENT EVENTS

 

The date to which events occurring after September 30, 2017, the date of the most recent balance sheet, have been evaluated for possible adjustment to the financial statements or disclosure is December 22, 2017, which is the date on which the financial statements were available to be issued.

 

On October 26, 2017, the Company received approval from the state of Nevada to convert from a limited liability company to a corporation. As part of the conversion, the 100 percent owner of Royale Associates, LLC converted his entire membership interest into 6,000,000 shares of Syndicated Resorts Association, Inc., a Nevada Corporation at a par value of $.0001 per share.

 

On December 19, 2017, the Company issued 610,000 common stock shares, at a purchase price of $0.05 per share, for total proceeds of $30,500 to 30 shareholders pursuant to a private placement offering exempt from registration under Rule 506(b) of Regulation D under the Securities Act of 1933.

 

F-6
 

 

ROYALE ASSOCIATES LLC

 

INDEX TO FINANCIAL STATEMENTS

 

December 31, 2016

 

  Page
   
Report of Independent Registered Public Accounting Firm F-8
   
Balance Sheets as of December 31, 2016 and 2015 F-9
   
Statements of Operations for the years ended December 31, 2016 and 2014 F-10
   
Statements of Cash Flows for the years ended December 31, 2016 and 2014 F-11
   
Notes to Financial Statements F-12

 

F-7
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Royale Associates, LLC:

 

We have audited the accompanying balance sheets of Royale Associates, LLC (“the Company”) as of December 31, 2016 and 2015 and the related statements of operations, members’ equity (deficit) and cash flows 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 audit.

 

We conducted our audits in accordance with 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, 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 opinions.

 

In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Royale Associates, LLC, as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.

 

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 Company’s internal control 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 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ BF Borgers CPA PC

 

BF Borgers CPA PC
Lakewood, CO
December 27, 2017

 

F-8
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

BALANCE SHEETS

 

    December 31, 2016     December 31, 2015  
             
Current Assets                
Cash   $ 9,192     $ 4,917  
Total Assets   $ 9,192     $ 4,917  
LIABILITIES AND MEMBERS’ EQUITY (DEFICIT)                
                 
Liabilities                
Accounts payable   $ 750     $ 0  
Other current liabilities     9,147       270  
Total liabilities     9,897       270  
Members’ equity (deficit)     (705 )     4,647  
Total liabilities and members’ equity (deficit)   $ 9,192     $ 4,917  

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-9
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

STATEMENTS OF OPERATIONS AND MEMBER’S EQUITY (DEFICIT)

 

   For the year ended
December 31, 2016
   For the year ended
December 31, 2015
 
         
Revenue  $0   $0 
Operating expenses          
Advertising   18,752    0 
Bank Charges   73    80 
Computer & Website   18,700    0 
Dues and Subscriptions   935    3 
Legal and Professional   3,750    0 
Office   721    270 
Printing   26    0 
Travel and Entertainment   190    0 
Travel and Lodging   986    0 
Total operating expenses   44,133    353 
Loss from operations   (44,133)   (353)
Other expense          
Interest expense   630    0 
Net loss   (44,763)   (353)
           
Member’s equity - beginning   4,647    0 
Contributed capital   39,411    5, 000 
Member’s Equity (Deficit) - Ending  $(705)  $4,647 

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-10
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

STATEMENTS OF CASH FLOWS

 

   For the year ended   For the year ended 
   December 31, 2016   December 31, 2015 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(44,763)  $(353)
Adjustments to reconcile net loss to net cash used in operating activities:          
Change in Operating Assets and Liabilities          
Increase in Accounts Payable   750    0 
Increase in Credit Card Payable   8,877    270 
Net cash used by operating activities   (35,136)   (83)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Contributed capital   39,411    5,000 
           
Net increase in cash   4,275    4,917 
Cash balance - beginning of period   4,917    0 
           
Cash, end of period  $9,192   $4,917 

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-11
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2016 and 2015

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business – Royale Associates, LLC (the “Company”), is a Limited Liability Company which organized and began operations in 2015. The Company is a marketing and sales entity working within the vacation industry. The Company is designed to optimize relationships between resort destinations and potential vacationers. The Company markets to prospective clients through accredited distributors and customer support centers located throughout the United States.

 

Cash and Cash Equivalents - For purpose of the statements of cash flow, cash and cash equivalents include all cash balances and highly liquid investments with a maturity of three months or less.

 

Income Taxes – The Company is treated as a partnership for income tax purposes and does not pay or provide for federal income tax. Members are taxed individually on their share of the Company’s earnings. The Company’s earnings or losses are allocated among the Members in accordance with the operating agreement of the Company.

 

The Company has examined its tax positions and concluded that there are no unrecognized tax benefits that will have a material impact on the financial statements for the years ended December 31, 2016 and 2015.

 

The Company’s tax returns are subject to possible examination by the taxing authorities. For federal income tax purposes the tax returns essentially remain open to possible examination for a period of three years after the respective filing deadlines of those returns.

 

Advertising – Advertising costs are expensed as incurred. For the years ended December 31, 2016 and 2015, advertising costs totaled $18,752 and $0, respectively.

 

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

 

F-12
 

 

ROYALE ASSOCIATES, LLC

(a Nevada Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2016 and 2015

 

NOTE 2 – SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS

 

For the years ended December 31, 2016 and 2015, the Company paid interest and income taxes as follows:

 

   2016   2015 
         
Interest Paid  $630   $0 
           
Income Taxes Paid  $0   $0 

 

NOTE 3 – SUBSEQUENT EVENTS

 

The date to which events occurring after December 31, 2016, the date of the most recent balance sheet, have been evaluated for possible adjustment to the financial statements or disclosure is May 16, 2017, which is the date on which the financial statements were available to be issued.

 

F-13
 

 

PART II

 

Item 13. Other expenses of Issuance and Distribution

 

The following table sets forth the Company’s expenses in connection with this registration statement. All of the listed expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission.

 

Registration Fees   $ 15.06  
Edgarizing fees   $ *  
Transfer agent fees   $ -  
Accounting fee   $ *  
Legal fees   $ -  

 

*To be updated.

 

Item 14. Indemnification of Directors and Officers

 

The Company’s Certificate of Incorporation, By-Laws and other contracts provide for indemnification of its officers, directors, agents, fiduciaries and employees. These provisions allow the Company to pay for the expenses of these persons in connection with legal proceedings brought because of the person’s position with the Company, if the person is not ultimately adjudged liable to the Company for misconduct in the action. Generally, no indemnification may be made where the person has been determined to have intentionally, fraudulently or knowingly violated the law.

 

The Company does not believe that such indemnification affects the capacity of such person acting as officer, director or control person of the Company.

 

Item 15. Recent Sales of Unregistered Securities

 

The Company has issued the following securities in the last three (3) years. All such securities were issued pursuant to an exemption from registration of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale. Furthermore, no underwriters participated or effectuated any of the transactions specified below. Also, no underwriting discounts or commissions applied to any of the transactions set forth below. All potential investors were contacted personally and possessed at the time of their investment bona fide substantive, pre-existing business relationships with the Company and/or its officers, directors and affiliates. No potential investors were contacted through other means, and no general advertising or general solicitation was used to solicit any investors.

 

Since inception, the Company has issued the following shares of common stock:

 

On October 26, 2017, the Company issued 6,000,000 shares, at a cost basis of par value, to William Barber in exchange for 100% of the membership interests of Royale Associates LLC pursuant to the terms of the Conversion.

 

On December 19, 2017, the Company issued 1,000,000 shares of its common stock to Tiber Creek Corporation, at a purchase price of $.0001 per share, pursuant to an engagement agreement. Of these shares, 333,333 shares were designated to MB Americus, LLC.

 

On December 19, 2017, the Company issued 610,000 common stock shares, at a purchase price of $0.05 per share, for total proceeds of $30,500 to 30 shareholders pursuant to a private placement offering exempt from registration under Rule 506(b) of Regulation D under the Securities Act of 1933.

 

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Item 16. Exhibits and Financial Statement Schedules.

 

EXHIBITS

 

Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission)

 

2.1*   Agreement and Plan of Conversion between Royale Associates LLC and Syndicated Resorts Association, Inc.
     
3.1*   Articles of Incorporation
     
3.2*   By-laws
     
3.3*   Sample stock certificate
     
3.4*   Articles of Conversion filed with the Secretary of State of Nevada on October 26, 201
     
5.1**   Opinion of Counsel on legality of securities being registered
     
10.1*   Letter of Intent by and between Royale Associates LLC and Ixtapa Palace Resort
     
10.2*   Agreement by and between William Barber and Tiber Creek Corporation
     
23.1*   Consent of Independent PCOAB public accounting firm.
     
23.2**   Consent of Attorney (filed as part of Exhibit 5.1)

 

* Filed herewith
   
** To be filed

 

Item 17. Undertakings

 

Pursuant to Rule 415 under the Securities Act of 1933 (as amended and updated from time to time)

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which it offers or sales securities, a post-effective amendment to this registration statement;

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any additional material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time to be the initial bona fide offering thereof.

 

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(3). To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering.

 

(4). That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

 

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to this offering, other than registration statements relying on Rule 403B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5). That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

 

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser.:

 

i Any preliminary prospectus or prospectus of the undersigned registrant relating to this offering required to be filed pursuant to Rule 424;

 

ii. Any free writing prospectus relating to this offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Undertaking Request for acceleration of effective date or filing of registration statement becoming effective upon filing.

 

The undersigned registrant hereby undertakes:

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, Nevada on December 28, 2017.

 

  Syndicated Resorts Association, Inc.
   
  /s/ William Barber
  President

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

  By: /s/ William Barber
  Title: President (Principal Executive Officer)
     
  By: /s/ William Barber
  Title: Chief Financial Officer (Principal Financial Officer)
     
  By: /s/ William Barber
  Title: Chief Financial Officer (Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, constituting all of the members of the board of directors, in the capacities and on the dates indicated.

 

Signature   Capacity   Date
         
/s/ William Barber   Director   December 28, 2017
William Barber        

 

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