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EX-5.1 - UAN Power Corp | v178816_ex5-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
AMENDMENT
NO.3 TO FORM S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GULF
SHORES INVESTMENTS, INC.
(Exact
Name of Registrant in its Charter)
Nevada
|
6510
|
27-0155619
|
(State
or other
Jurisdiction
of
Incorporation)
|
(Primary
Standard Industrial
Classification
Code)
|
(IRS
Employer
Identification
No.)
|
GULF
SHORES INVESTMENTS, INC.
7985
113th Street, Suite 220
Seminole,
FL 33772
Tel.:
(727) 393-7439
(Address
and Telephone Number of Registrant’s Principal
Executive
Offices and Principal Place of Business)
Val-U-Corp
Services, Inc.
1802
North Carson Street, Suite 108
Carson
City, NV 89701
(775)887-8853
(Name,
Address and Telephone Number of Agent for Service)
Copies of
communications to:
Gregg
E. Jaclin, Esq.
Anslow
& Jaclin, LLP
195
Route 9 South, Suite204
Manalapan,
NJ 07726
Tel.
No.: (732) 409-1212
Fax
No.: (732) 577-1188
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective. If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, 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 of 1933, please check the following box and
list the Securities Act registration Statement number of the earlier effective
registration statement for the same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
CALCULATION
OF REGISTRATION FEE
Title of Each Class Of
Securities to be Registered
|
Amount to be
Registered
|
Proposed
Maximum
Aggregate
Offering Price
per share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration fee
|
||||||||||||
Common
Stock, $0.00001 par value per share
|
498,000
|
$
|
0.0033
|
$
|
1,660
|
$
|
2.28
|
(1) This
Registration Statement covers the resale by our selling shareholders of up to
498,000 shares of common stock previously issued to such selling shareholders.
(2) The
offering price has been estimated solely for the purpose of computing the amount
of the registration fee in accordance with Rule 457(o). Our common stock is not
traded on any national exchange and in accordance with Rule 457; the offering
price was determined by the price of the shares that were sold to our
shareholders in a private placement memorandum. The price of $0.0033 is a fixed
price at which the selling security holders may sell their shares until our
common stock is quoted on the OTCBB at which time the shares may be sold at
prevailing market prices or privately negotiated prices. There can be no
assurance that a market maker will agree to file the necessary documents with
the Financial Industry Regulatory Authority, which operates the OTC Bulletin
Board, nor can there be any assurance that such an application for quotation
will be approved.
As
discussed herein, the price of $0.033 is based on a private offering at
$0.01 per share and an adjustment pursuant to the 3 for 1 forward stock split
that the Board of Directors approved on January 5, 2010. It is a
fixed price at which the selling security holders may sell their shares until
our common stock is quoted on the OTC Bulletin Board at which time the shares
may be sold at prevailing market prices or privately negotiated prices.
** These
numbers are adjusted based on the 3 for 1 forward split that was effective on
January 5, 2010.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY
DETERMINE.
The
information in this preliminary prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
Subject
to completion, dated February _, 2010
GULF
SHORES INVESTMENTS, INC.
498,000
SHARES OF COMMON STOCK
The
selling security holders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. We will not receive any
proceeds from the sale of the common stock covered by this
prospectus.
Our
common stock is presently not traded on any market or securities exchange. The
selling security holders have not engaged any underwriter in connection with the
sale of their shares of common stock. Common stock being registered in
this registration statement may be sold by selling security holders at a fixed
price of $0.0033 per share until our common stock is quoted on the OTC Bulletin
Board (“OTCBB”) and thereafter at a prevailing market prices or privately
negotiated prices or in transactions that are not in the public market. There
can be no assurance that a market maker will agree to file the necessary
documents with the Financial Industry Regulatory Authority (“FINRA”), which
operates the OTCBB, nor can there be any assurance that such an application for
quotation will be approved. We have agreed to bear the expenses relating to the
registration of the shares of the selling security holders.
** These
numbers are adjusted based on the 3 for 1 forward split that was effective on
January 5, 2010.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning
on page 7 to read about factors you should consider before buying shares of
our common stock.
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
Date of This Prospectus is: _______, 2010
2
TABLE
OF CONTENTS
PAGE
|
||||
Prospectus
Summary
|
4 | |||
Summary
Financials
|
5 | |||
Risk
Factors
|
6 | |||
Use
of Proceeds
|
10 | |||
Determination
of Offering Price
|
10 | |||
Dilution
|
10 | |||
Selling
Shareholders
|
10 | |||
Plan
of Distribution
|
13 | |||
Description
of Securities to be Registered
|
14 | |||
Interests
of Named Experts and Counsel
|
14 | |||
Description
of Business
|
15 | |||
Description
of Property
|
17 | |||
Legal
Proceedings
|
17 | |||
Market
for Common Equity and Related Stockholder Matters
|
18 | |||
Index
to Financial Statements
|
||||
Management
Discussion and Analysis of Financial Condition and Financial
Results
|
20 | |||
Plan
of Operations
|
20 | |||
Executive
Compensation
|
23 | |||
Security
Ownership of Certain Beneficial Owners and Management
|
24 | |||
Transactions
with Related Persons, Promoters and Certain Control
Persons
|
24 |
3
ITEM
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed
Charges.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all the information that you
should consider before investing in the common stock. You should carefully
read the entire prospectus, including “Risk Factors”, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and the Financial
Statements, before making an investment decision. In this Prospectus, the
terms “Gulf Shores,” “Company,” “we,” “us” and “our” refer to Gulf Shores
Investments, Inc.
Overview
We were
incorporated in the State of Nevada on May 8, 2009 as Gulf Shores Investments,
Inc.
Gulf
Shores Investments, Inc. principal business is the management of real estate
properties. The operations include managing income producing commercial and
residential real estate properties. The company was organized in May 2009 and is
based in Seminole, Florida. We currently do not manage any properties, but we
are currently seeking properties to manage.
The
company has advanced its business plans with the hire of Sanjiv Matta, a Florida
licensed real estate professional. Mr. Matta has 15 years experience
in real estate management, development, sales and marketing. Mr.
Matta has been involved in over $500 million in real estate developments, and
most recently he has been involved in distressed real estate workouts and
auction resale.
The
company’s initial focus has been on identifying properties to manage in
Southwest Florida – Ft. Myers/Naples. The Southwest Florida
multi-family residential property market has been hard hit by the recent
economic downturn. Properties in this marketplace are selling at an
average of 33% below 2007 property values. Foreclosed and bank
repossessed real estate owned (REO) properties are at an even greater discount
to the previous market highs. We are currently in discussions with
banks and developers of distressed condominium projects in this market proposing
to manage the properties to improve their cash flow. These
negotiations are on-going and subject to the company securing management
contracts under acceptable terms. We have not entered into any
contracts.
Where
You Can Find Us
Our
principal executive office is located at 7985 113th Street, Suite 220, Seminole,
FL 33772 and our telephone number is (727) 393-7439.
The
Offering
Common
stock offered by selling security holders
|
498,000
shares of common stock. This number represents less than one percent of
our current outstanding common stock (1).
|
|
Common
stock outstanding before the offering
|
78,273,000
common shares as of March 23, 2010.
|
|
Common
stock outstanding after the offering
|
78,273,000
shares.
|
|
Terms
of the Offering
|
The
selling security holders will determine when and how they will sell the
common stock offered in this prospectus.
|
|
Termination
of the Offering
|
The
offering will conclude upon the earliest of (i) such time as all of the
common stock has been sold pursuant to the registration statement or (ii)
such time as all of the common stock becomes eligible for resale without
volume limitations pursuant to Rule 144 under the Securities Act, or any
other rule of similar effect.
|
|
Use
of proceeds
|
We
are not selling any shares of the common stock covered by this
prospectus.
|
|
Risk
Factors
|
The
Common Stock offered hereby involves a high degree of risk and should not
be purchased by investors who cannot afford the loss of their entire
investment. See “Risk Factors” beginning on page
4.
|
(1)
|
Based
on 78,273,000 shares of common stock outstanding as of March
23, 2010.
|
4
Summary
of Consolidated Financial Information
The
following summary financial data should be read in conjunction with
“Management’s Discussion and Analysis,” “Plan of Operation” and the Financial
Statements and Notes thereto, included elsewhere in this prospectus. The
statement of operations and balance sheet data from inception (May 8, 2009)
through June 30, 2009 are derived from our audited financial statements, and the
unaudited financial information for the six months ended December 31, 2009. The
data set forth below should be read in conjunction with “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” our consolidated
financial statements and the related notes included in this prospectus, and the
unaudited financial statements and related notes included in this prospectus.
For the Period
from Inception
(May 8, 2009)
through
December
31, 2009
(unaudited)
|
For the Period
from Inception
(May 8, 2009)
through
June 30, 2009
(audited)
|
|||||||
STATEMENT
OF OPERATIONS
|
||||||||
Revenues
|
- | $ | - | |||||
Total
Operating Expenses
|
62,863 | 38,846 | ||||||
Professional
& Consulting Fees
|
58,400 | 37,500 | ||||||
General
and Administrative Expenses
|
4,463 | 1,346 | ||||||
Net
Loss
|
(62,863 | ) | ( 38,846 | ) |
AS OF
DECEMBER
31,
2009
|
AS OF
JUNE 30, 2009
|
|||||||
BALANCE
SHEET DATA
|
||||||||
Cash
|
247 | 4,729 | ||||||
Total
Assets
|
247 | 4,729 | ||||||
Total
Liabilities
|
2,000 | 3,575 | ||||||
Stockholders’
Equity
|
(1,753 | ) | 1,154 |
5
RISK
FACTORS
The
shares of our common stock being offered for resale by the selling security
holders are highly speculative in nature, involve a high degree of risk and
should be purchased only by persons who can afford to lose the entire amount
invested in the common stock. Before purchasing any of the shares of common
stock, you should carefully consider the following factors relating to our
business and prospects. If any of the following risks actually occurs, our
business, financial condition or operating results could be materially adversely
affected. In such case, you may lose all or part of your investment.
You should carefully consider the risks described below and the other
information in this process before investing in our common stock.
Risks
Related to Our Business
OUR
AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. We are a development
stage company that has never generated any revenue. If we cannot obtain
sufficient funding, we may have to delay the implementation of our business
strategy.
WE
HAVE LIMITED OPERATING HISTORY AND FACE RISKS AND DIFFICULTIES FREQUENTLY
ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.
We are a
development stage company, and to date, our development efforts have been
focused primarily on the development and marketing of our business model. We
have limited operating history for investors to evaluate the potential of our
business development. We have not built our customer base and our brand name. In
addition, we also face risks and difficulties inherent in introducing new
products and services. These risks include the ability to:
·
Develop effective business plan;
·
Implement advertising and marketing plan;
·
Respond effectively to competitive pressures;
and
·
Continue to develop our service
· a
negative perception in the real estate market
· shifts in
populations away from the markets that we intend serve
· declining
demand for real estate;
Our
future will depend on our ability to bring our service to the market place,
which requires careful planning without incurring unnecessary cost and expense.
Our operation results can also be affected by our ability to introduce new
services or to adjust pricing to increase our competitive advantage.
WE
NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.
The
development of our services will require the commitment of substantial resources
to implement our business plan. In addition, substantial expenditures will be
required to enable us to make future property acquisitions. Currently, we have
no established bank-financing arrangements. Therefore, it is likely we would
need to seek additional financing through subsequent future private offering of
our equity securities, or through strategic partnerships and other arrangements
with corporate partners.
We cannot
give you any assurance that any additional financing will be available to us, or
if available, will be on terms favorable to us. The sale of additional equity
securities will result in dilution to our stockholders. The occurrence of
indebtedness would result in increased debt service obligations and could
require us to agree to operating and financing covenants that would restrict our
operations. If adequate additional financing is not available on acceptable
terms, we may not be able to implement our business development plan or continue
our business operations.
WE
CURRENTLY HAVE NO REVENUES.
We
currently have no revenues and have sustained net losses of $62,863 for the
period from inception through December 31, 2009. We cannot give you any
assurance that we will experience any positive revenues for the foreseeable
future.
OUR
INVESTMENT IN PROPERTY MAY BE MORE COSTLY THAN ANTICIPATED.
We seek
to acquire investments that are undervalued. Acquisition opportunities in the
real estate market for value-added investors have become competitive and the
increased competition may negatively impact the spreads and the ability to find
quality assets that provide returns that we seek. These investments may not be
readily financeable and may not generate immediate positive cash flow for us.
There can be no assurance that any asset we acquire will increase in value
or generate positive cash flow.
6
WE
ARE SUBJECT TO GENERAL REAL ESTATE RISKS AND THE VALUE OF OUR REAL ESTATE ASSETS
MAY FLUCTUATE.
Our
primary assets are expected to consist of real estate and, in particular,
commercial properties, which are subject to a variety of risks. The yields
available from the equity and mortgage investments in real estate depend on the
amount of income generated and expenses incurred from the operations of such
properties. If the properties do not generate sufficient income to meet
operating expenses, including debt service and capital expenditures, our cash
flow and ability to make distributions will be adversely affected. The
performance of the economy in each of the areas in which the properties are
located affects occupancy, market rental rates, expenses and property
values.
WE
DO NOT CURRENYLY MANAGE OR OWN ANY REAL ESTATE.
If we
are unable to secure management contracts for any real estate properties we may
not generate sufficient income to meet operating expenses, including debt
service and capital expenditures, our cash flow will be adversely
affected.
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF DAVID DRESLIN, PRESIDENT AND DIRECTOR. WITHOUT HIS CONTINUED SERVICE, WE MAY
BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of David Dreslin, President and Director. We currently do not
have an employment agreement with Mr. Dreslin. The loss of the services of our
officers could have a material adverse effect on our business, financial
condition or results of operation.
WE
MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH
U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO
ABSORB SUCH COSTS.
We may
incur significant costs associated with our public company reporting
requirements, costs associated with newly applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and
other rules implemented by the Securities and Exchange Commission. We expect all
of these applicable rules and regulations to significantly increase our legal
and financial compliance costs and to make some activities more time consuming
and costly. We also expect that these applicable rules and regulations may make
it more difficult and more expensive for us to obtain director and officer
liability insurance and we may be required to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar
coverage. As a result, it may be more difficult for us to attract and retain
qualified individuals to serve on our board of directors or as executive
officers. We are currently evaluating and monitoring developments with respect
to these newly applicable rules, and we cannot predict or estimate the amount of
additional costs we may incur or the timing of such costs. In addition, we may
not be able to absorb these costs of being a public company which will
negatively affect our business operations.
THE LACK OF PUBLIC COMPANY EXPERIENCE
OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE
REPORTING REQUIREMENTS OF U.S. SECURITIES
LAWS.
Our management team lacks
public company experience, which could impair our ability to comply with legal
and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002.
Our senior management has never had responsibility for managing a publicly
traded company. Such responsibilities include complying with federal securities
laws and making required disclosures on a timely basis. Our senior management
may not be able to implement programs and policies in an effective and timely
manner that adequately respond to such increased legal, regulatory compliance
and reporting requirements, including the establishing and maintaining internal
controls over financial reporting. Any such deficiencies, weaknesses or
lack of compliance could have a materially adverse effect on our ability to
comply with the reporting requirements of the Securities Exchange Act of 1934
which is necessary to maintain our public company status. If we were to fail to
fulfill those obligations, our ability to continue as a U.S. public company
would be in jeopardy in which event you could lose your entire investment in our
company.
7
Risk
Related To Our Capital Stock
WE
MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.
We have
never declared or paid any cash dividends or distributions on our capital stock.
We currently intend to retain our future earnings, if any, to support operations
and to finance expansion and therefore we do not anticipate paying any cash
dividends on our common stock in the foreseeable future.
The
declaration, payment and amount of any future dividends will be made at the
discretion of the board of directors, and will depend upon, among other things,
the results of our operations, cash flows and financial condition, operating and
capital requirements, and other factors as the board of directors considers
relevant. There is no assurance that future dividends will be paid, and, if
dividends are paid, there is no assurance with respect to the amount of any such
dividend.
OUR
ARTICLES OF
INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR
EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND
HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE
EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.
Our
articles of incorporation and applicable Nevada law provide for the
indemnification of our directors, officers, employees, and agents, under certain
circumstances, against attorney’s fees and other expenses incurred by them in
any litigation to which they become a party arising from their association with
or activities on our behalf. We will also bear the expenses of such litigation
for any of our directors, officers, employees, or agents, upon such person’s
written promise to repay us if it is ultimately determined that any such person
shall not have been entitled to indemnification. This indemnification policy
could result in substantial expenditures by us which we will be unable to
recoup.
We have
been advised that, in the opinion of the SEC, indemnification for liabilities
arising under federal securities laws is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification for liabilities arising under federal securities laws, other
than the payment by us of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding, is asserted by a director, officer or controlling person in
connection with the securities being registered, we will (unless in the opinion
of our counsel, the matter has been settled by controlling precedent) submit to
a court of appropriate jurisdiction, the question whether indemnification by us
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. The legal process relating to this
matter if it were to occur is likely to be very costly and may result in us
receiving negative publicity, either of which factors is likely to
materially reduce the market and price for our shares, if such a market ever
develops.
THE
OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR
PRIVATE OFFERING, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE
MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO
RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO
SELL.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of $0.0033 per share for the shares of common stock was
determined based on the price of our private offering. The facts considered in
determining the offering price were our financial condition and prospects, our
limited operating history and the general condition of the securities market.
The offering price bears no relationship to the book value, assets or earnings
of our company or any other recognized criteria of value. The offering price
should not be regarded as an indicator of the future market price of the
securities.
YOU
WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE
ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED
STOCK.
In the
future, we may issue our authorized but previously unissued equity securities,
resulting in the dilution of the ownership interests of our present
stockholders. We are currently authorized to issue an aggregate of 270,000,000
shares of capital stock consisting of 250,000,000 shares of common stock, par
value $0.00001 per share, and 20,000,000 shares of preferred stock, par value
$0.00001 per share.
8
We may
also issue additional shares of our common stock or other securities that are
convertible into or exercisable for common stock in connection with hiring or
retaining employees or consultants, future acquisitions, future sales of our
securities for capital raising purposes, or for other business purposes. The
future issuance of any such additional shares of our common stock or other
securities may create downward pressure on the trading price of our common
stock. There can be no assurance that we will not be required to issue
additional shares, warrants or other convertible securities in the future in
conjunction with hiring or retaining employees or consultants, future
acquisitions, future sales of our securities for capital raising purposes or for
other business purposes, including at a price (or exercise prices) below the
price at which shares of our common stock are currently quoted on the
OTCBB.
OUR
COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS
ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If our
common stock becomes tradable in the secondary market, we will be subject to the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system). Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer’s account. The broker-dealer must also make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the transaction. These
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit the market price and liquidity of our
securities. These requirements may restrict the ability of broker-dealers to
sell our common stock and may affect your ability to resell our common
stock.
THERE
IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A
RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT
IN OUR STOCK.
There is
no established public trading market for our common stock. Our shares have not
been listed or quoted on any exchange or quotation system. There can be no
assurance that a market maker will agree to file the necessary documents with
FINRA, which operates the OTCBB, nor can there be any assurance that such an
application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a
trading market, an investor may be unable to liquidate their
investment.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
information contained in this report, including in the documents incorporated by
reference into this report, includes some statement that are not purely
historical and that are “forward-looking statements.” Such forward-looking
statements include, but are not limited to, statements regarding our and
their management’s expectations, hopes, beliefs, intentions or strategies
regarding the future, including our financial condition, results of operations,
and the expected impact of the Share Exchange on the parties’ individual
and combined financial performance. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words “anticipates,” “believes,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,”
“potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and
similar expressions, or the negatives of such terms, may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking.
9
The
forward-looking statements contained in this report are based on current
expectations and beliefs concerning future developments and the potential
effects on the parties and the transaction. There can be no assurance that
future developments actually affecting us will be those anticipated. These that
may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements, including
the following forward-looking statements involve a number of risks,
uncertainties (some of which are beyond the parties’ control) or other
assumptions.
Item
4. Use of Proceeds
We will
not receive any proceeds from the sale of common stock by the selling security
holders. All of the net proceeds from the sale of our common stock will go to
the selling security holders as described below in the sections entitled
“Selling Security Holders” and “Plan of Distribution”. We have agreed to
bear the expenses relating to the registration of the common stock for the
selling security holders.
Item
5. Determination of Offering Price
Since our
common stock is not listed or quoted on any exchange or quotation system, the
offering price of the shares of common stock was determined by the price of the
common stock that was sold to our security holders pursuant to an exemption
under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D
promulgated under the Securities Act of 1933.
The
offering price of the shares of our common stock does not necessarily bear any
relationship to our book value, assets, past operating results, financial
condition or any other established criteria of value. The facts considered in
determining the offering price were our financial condition and prospects, our
limited operating history and the general condition of the securities
market.
Although
our common stock is not listed on a public exchange, we will be filing to obtain
a listing on the OTCBB concurrently with the filing of this prospectus. In order
to be quoted on the OTCBB, a market maker must file an application on our behalf
in order to make a market for our common stock. There can be no assurance that a
market maker will agree to file the necessary documents with FINRA, which
operates the OTC Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved.
In
addition, there is no assurance that our common stock will trade at market
prices in excess of the initial offering price as prices for the common stock in
any public market which may develop will be determined in the marketplace and
may be influenced by many factors, including the depth and
liquidity.
Item
6. Dilution
The
common stock to be sold by the selling shareholders are provided in Item 7 is
common stock that is currently issued. Accordingly, there will be no dilution to
our existing shareholders.
Item
7. Selling Security Holders
The
common shares being offered for resale by the selling security holders consist
of the 498,000 shares of our common stock held by 43 shareholders. Such
shareholders include the holders of the 348,000 shares sold in our private
offering pursuant to Regulation D Rule 506 completed in August 2009 at an
offering price of $0.0033. We are also registering 75,000 shares held by our
founder and 25,000 shares issued to our legal counsel for service rendered.
The
following table sets forth the name of the selling security holders, the number
of shares of common stock beneficially owned by each of the selling stockholders
as of March 23, 2010 and the number of shares of common stock being offered
by the selling stockholders. The shares being offered hereby are being
registered to permit public secondary trading, and the selling stockholders may
offer all or part of the shares for resale from time to time. However, the
selling stockholders are under no obligation to sell all or any portion of such
shares nor are the selling stockholders obligated to sell any shares immediately
upon effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.
10
Name
|
Shares
Beneficially
Owned Prior To
Offering
|
Shares to
be Offered
|
Amount Beneficially
Owned After
Offering
|
Percent
Beneficially
Owned
After Offering
|
||||||||||||
David
Dreslin (1)
|
60,000,000
|
75,000
|
59,925,000
|
76.6
|
%
|
|||||||||||
Entrust
of Tampa Bay FBO Van Nguyen
|
12,000,000
|
75,000
|
11,925,000
|
15.2
|
%
|
|||||||||||
Entrust
of Tambe Bay FBO Edward G. Mass
|
6,000,000
|
75,000
|
5,925,000
|
7.6
|
%
|
|||||||||||
Donna
Dreslin (1)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
David
Dreslin II (1)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Thomas
Collentine
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Lisa
Angarano
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Jason
Spurlin
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Dan
Gorman(4)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Claudia
Gorman(4)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
David
Strenkoski
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Lavin
Dos Santos
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Ed
Mass
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Sal
Kopita
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Robert
Rogin
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Cheryl
Chernoff
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Peter
Adams(5)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Robin
Adams(5)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Tim
Kennedy
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Jean
C. Shagena
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Visionary
Concepts, LLC (2)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Robert
W. Christian, Jr.(6)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Robert
W. Christian Sr.(6)_
|
3,000
|
3,000
|
0
|
0
|
%
|
11
Zhang
Miao
|
18,000
|
18,000
|
0
|
0
|
%
|
|||||||||||
Gang
Xu
|
15,000
|
15,000
|
0
|
0
|
%
|
|||||||||||
Gregory
Busch(7)
|
30,000
|
30,000
|
0
|
0
|
%
|
|||||||||||
Barbara
Ann Busch(7)
|
30,000
|
30,000
|
0
|
0
|
%
|
|||||||||||
Robert
E. Dudenhoefer, Jr.(8)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Angela
M. Dudenhoefer(8)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Darren
Griffin
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Chris
Marchesini
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Sirge
Villani
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Christina
Hicks
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Robert
Rheintgen
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Richard
Corbert
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
William
Forhan
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
James
Christie
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Catherine
Finkenstadt
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
James
Lipscomb
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Joseph
Caldwell(9)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Monique
Caldwell(9)
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Virginia
Rheintgen
|
3,000
|
3,000
|
0
|
0
|
%
|
|||||||||||
Anslow
& Jaclin, LLP (3)
|
75,000
|
75,000
|
0
|
0
|
%
|
(1)
David Dreslin is our founder, president and sole director. David Dreslin
and Donna Dreslin are husband and wife; David Dreslin and David Dreslin II are
father and son and as such has beneficial ownership of the shares held by each
other. Donna Dreslin is deemed the beneficial owner of 60,000,000 shares held by
David Dreslin.
(2)
Sanjiv Matta is our vice president and secretary. He is the principal of
Visionary Concepts, LLC. Sanjiv Matta, acting alone, has voting and dispositive
power over the shares owned beneficially by Visionary Concepts, LLC.
(3)
Richard I. Anslow and Gregg E. Jaclin are the partners of Anslow & Jaclin,
LLP. Each of Rich I. Anslow and Gregg E. Jaclin, acting alone, has voting and
dispositive power over the shares beneficially owned by Anslow & Jaclin,
LLP. In addition, Anslow & Jaclin, LLP is also our legal
counsel.
(4) Dan
Gorman and Claudia Gorman are husband and wife and as such have beneficial
ownership of the shares held by each other.
(5) Peter
Adams and Robin Adams are husband and wife and as such have beneficial ownership
of the shares held by each other.
(6)
Robert Christian Sr. and Robert Christian Jr. are father and son and as such
have beneficial ownership of the shares held by each other.
(7)
Gregory Busch and Barbara Ann Busch are husband and wife and as such have
beneficial ownership of the shares held by each other.
(8)
Robert E. Dudenhofer, Jr. and Angela M. Dudenhofer are husband and wife and as
such have beneficial ownership of the shares held by each other.
(9)
Joseph Caldwell and Monique Caldwell are husband and wife and as such have
beneficial ownership of the shares held by each other.
Except as
listed below, to our knowledge, none of the selling shareholders or their
beneficial owners:
-
|
has
had a material relationship with us other than as a shareholder at any
time within the past three years; or
|
-
|
has
ever been one of our officers or directors or an officer or director of
our predecessors or affiliates
|
12
-
|
are
broker-dealers or affiliated with
broker-dealers.
|
David
Dreslin-is our president and sole director
Donna
Dreslin is the wife of David Dreslin
David
Dreslin II is the son of David Dreslin.
Robert W.
Christian, Sr.-Director-Moody Capital Solutions, Inc,
Robert W.
Christian, Jr.-Director-Moody Capital Solutions, Inc.
Item
8. Plan of Distribution
The
selling security holders may sell some or all of their shares at a fixed price
of $0.0033 per share until our shares are quoted on the OTCBB and thereafter at
prevailing market prices or privately negotiated prices. Prior to being quoted
on the OTC Bulletin Board, shareholders may sell their shares in
private transactions to other individuals. Although our common stock is not
listed on a public exchange, we will be filing to obtain a listing on the OTCBB
concurrently with the filing of this prospectus. In order to be quoted on the
OTC Bulletin Board, a market maker must file an application on our behalf in
order to make a market for our common stock. There can be no assurance that a
market maker will agree to file the necessary documents with FINRA, which
operates the OTC Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. However, sales by selling security
holder must be made at the fixed price of $0.0033 until a market develops for
the stock.
Once a
market has developed for our common stock, the shares may be sold or distributed
from time to time by the selling stockholders, who may be deemed to be
underwriters, directly to one or more purchasers or through brokers or dealers
who act solely as agents, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices, which may be changed. The distribution of the shares may be
effected in one or more of the following methods:
·
|
ordinary
brokers transactions, which may include long or short sales,
|
|
·
|
transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is trading,
|
|
·
|
through
direct sales to purchasers or sales effected through agents,
|
|
·
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise), or
|
|
·
|
any
combination of the foregoing.
|
In
addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus. To our best knowledge, none of the selling security holders are
broker-dealers or affiliates of broker dealers.
We will
advise the selling security holders that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the selling security holders and their affiliates. In
addition, we will make copies of this prospectus (as it may be supplemented or
amended from time to time) available to the selling security holders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act. The selling security holders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities
Act.
Brokers,
dealers, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or
both (which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be approximately $34,502.28
13
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
Item
9. Description of Securities to be Registered
General
We are
authorized to issue an aggregate number of 270,000,000 shares of capital stock,
of which 250,000,000 shares are common stock, $0.00001 par value per share, and
there are 20,000,000 preferred shares, $0.00001 par value per share
authorized.
Common
Stock
We are
authorized to issue 250,000,000 shares of common stock, $0.00001 par value per
share. Currently we have 78,273,000 shares of
common stock issued and outstanding.
Each
share of common stock shall have one (1) vote per share for all purpose. Our
common stock does not provide a preemptive, subscription or conversion rights
and there are no redemption or sinking fund provisions or rights. Our
common stock holders are not entitled to cumulative voting for election of Board
of Directors.
In
January 2010, the board of directors approved a three for one forward
split. The board of directors hopes the decision to restructure the
Company’s capital structure will potentially lead to greater liquidity of the
Company’s common stock in the future. In addition, the Board of Directors hopes
the forward split will attract potential investors.
Preferred
Stock
We are
authorized to issue 20,000,000 shares of preferred stock, $0.00001 par value per
share. Currently we have no shares of preferred stock issued and
outstanding.
Dividends
We have
not paid any cash dividends to our shareholders. The declaration of any
future cash dividends is at the discretion of our board of directors and
depends upon our earnings, if any, our capital requirements and financial
position, our general economic conditions, and other pertinent conditions.
It is our present intention not to pay any cash dividends in the foreseeable
future, but rather to reinvest earnings, if any, in our business
operations.
Warrants
There are
no outstanding warrants to purchase our securities.
Options
There are
no outstanding options to purchase our securities.
Transfer
Agent and Registrar
Globex
Transfer, LLC
780
Deltona Blvd., Suite 202
Deltona,
FL 32725
Tel.
(386) 206-1133
Item
10. Interests of Named Experts and Counsel
Except
for Anslow &Jaclin, LLP, no expert or counsel named in this prospectus as
having prepared or certified any part of this prospectus or having given an
opinion upon the validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the common stock was
employed on a contingency basis, or had, or is to receive, in connection with
the offering, a substantial interest, direct or indirect, in the registrant or
any of its parents or subsidiaries. Nor was any such person connected with the
registrant or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or employee.
Anslow & Jaclin, LLP owns 75,000 shares of our common stock which are being
registered pursuant to this registration statement.
14
The
financial statements included in this prospectus and the registration statement
have been audited by Seale and Beers, CPA to the extent and for the periods set
forth in their report appearing elsewhere herein and in the registration
statement, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
Item
11. Information about the Registrant
DESCRIPTION
OF BUSINESS
Overview
Gulf
Shores Investments, Inc., (the “Company”) was incorporated in the State of
Nevada on May 8, 2009. Our principal business is the management of real estate
properties. Our operations include managing income producing commercial and
residential real estate properties. We do not currently manage any properties,
but we are currently seeking properties to manage. We were organized in May 2009
and are based in Seminole, Florida. Our website is located at
www.gulfshoresinvestments.com
The
Company will not voluntarily send an annual report to
shareholders. The Company will file reports with the Securities and
Exchange Commission and the public may read a copy of any materials we file with
the Commission at the Securities and Exchange Commissions’s public reference
romm at 100 F. Street, NE, Washington DC 20549 on all business days during the
hours of 10 a.m. to 3 p.m. The Company will not post its reporting
information on its website.
Our
management is experienced in the real estate industry and reviews and recommends
suitable projects for the Company consistent with its policies and objectives to
maximize the return on properties it manages. The Company has not
identified any specific properties to manage.
The
Company’s principal business is the management of real estate properties.
The operations include managingincome producing commercial and residential real
estate properties. We intend to manageproperties and lease them to
long-term tenants. We will operate the properties as the property manager
and work towardimproving the properties’ cash flow.
We
draw on the experience of our management to provide research and economic and
statistical data in connection with the Company’s activities. The
Company's management plans to search for opportunities to manage real estate
properties and obtain for the Company such services as may be required for
property management.
We
will continue to seek out opportunities to manage real estate properties and
intend to enhance our capabilities by adding personnel or entering joint
ventures with similar firms.
Once
we identify suitable real estate projects for property management, we will work
with the owners of the properties to improve the cash flow of the properties
with long-term tenants. Such property owners may include
banks, investment funds, developers and individual owners; our management
intends to utilize its contacts among these entities to facilitate such
relationships. We have no property management contracts at this time nor have we
entered into any discussions with any such potential owners. The funding of the
cash required to consummate any property management contracts will likely
consist of a private placement of debt and/or equity securities possibly through
the assistance of a broker-dealer. We intend to sell only shares of Common Stock
or securities that are convertible into shares of Common Stock and accordingly
believe that such a placement would not result in any change in control.
However, the specific amount, timing and terms of any such placement will
not be known until an agreement has been executed by the Company and by any
potential property owners.
David
Dreslin our President is a Florida licensed real estate
professional. Mr. Dreslin has been actively involved in real estate
development and investing since 2006. He has experience in
multi-family, commercial and residential real estate properties. Mr.
Dreslin also has a number of real estate related clients in his accounting
practice and he has experience in real estate valuations.
Sanjiv
Matta our Secretary, a Florida licensed real estate professional. Mr.
Matta has 15 years experience in real estate development, sales and
marketing. Mr. Matta has been involved in over $500 million in real
estate developments, and most recently he has been involved in distressed real
estate workouts and auction resale.
Our
Operating Strategy
We seek
opportunities to manage real estate properties where we believe we can achieve
higher cash flows and capital appreciation for the owners as a result of our
property management efforts. Our strategy for achieving our goals consists of
the following elements:
·
|
Focusing
our efforts in markets that the we believe have favorable conditions to
support growth in occupancy and rental rates,
and
|
·
|
Utilizing
management’s experience in property management, accounting and billing,
and rehab and
maintenance.
|
15
Our
initial focus is on Florida and the southeastern region of the United States
particularly where we perceive there to be the potential to manage undervalued
and distressed properties. We believe we can enhance the value of these
properties through the execution of our strategy for long-term leases with
professional on-site management and quality property rehab and
maintenance. However, we will not limit our services to any particular
individual geographic markets or submarkets. Moreover, we will not
restrict our services to certain locations in markets or submarkets, as we may
find value-adding opportunities in large metropolitan areas, suburban
submarkets, smaller cities or rural locations.
Our
Real Estate Management Criteria
We
expect to manage properties in well-located, sometimes under-performing real
estate markets. We will attempt to identify those markets and submarkets with
job growth opportunities and demand demographics that support potential
long-term value appreciation for the owners of the properties. We seek to
identify and manage properties with the following
characteristics:
·
|
Significant
potential for increases in the number of tenant leases and the potential
for increased rental rates,
|
·
|
Locations
in markets currently in transition or recovery with favorable long-term
job growth and supply/demand demographics, which may allow for increased
occupancy or rental rates,
|
·
|
Historic
mismanagement or
under-management,
|
·
|
Under-valued
compared with other properties within their market,
and
|
·
|
Barriers
to additional or replacement
projects .
|
16
Management
of the Properties
We
plan to engage our own employees and third party management companies as agents
for on-site management of our properties depending on the geographic
location. Generally such agreements will provide for a management fee
between 2% and 5% of the gross monthly receipts of each property and are for a
term of one year, but can be terminated by either party upon thirty days written
notice. We currently have not entered into any discussions or
contracts with any potential employees or third parties for on-site management
of our properties.
Competition
The
real estate property management market is highly competitive. Competing
properties may be newer or have more desirable locations than our
properties. If the market does not absorb foreclosed or newly constructed
properties, market vacancies will increase and market rents may decline.
As a result, we may have difficulty leasing units within our properties and may
be forced to lower rents on leases to compete effectively, which lowers the fees
we can generate.
We
compete for the management of properties with many entities, including, among
others, national property management and real estate companies, as well as local
property management and real estate companies and individuals. Many
competitors may have substantially greater financial resources than we do.
In addition, certain competitors may be willing to accept lower fees for their
services. If competitors prevent us from managing properties that may be
targeted for contracts our service fees and valuation may be
impacted.
Current
Operations
The
company has advanced its business plans with the hire of Sanjiv Matta, a Florida
licensed real estate professional. Mr. Matta has 15 years experience
in real estate management, development, sales and marketing. Mr.
Matta has been involved in over $500 million in real estate developments. Since
1995 to present Mr. Matta has been a Managing Member of Dhampur Sampatyi, an
India based real estate developer. The company is a builder and
operator of real estate projects in India, the USA and the
Caribbean. Dhampur Sampatyi has developed over $600 million in
multi-family and commercial properties over 15 years. Since 2001 to
present Mr. Matta has been involved in the management of developments for Tricon
Development, a Florida based real estate developer. Tricon has
developed over $150 million in multi-family residential development projects
including Somerset Riverfront, Oceanique, The Claridges, Howard Johnson
Riverfront, Ocean Park-Hutchinson Island. From 2006 – 2009 Mr. Matta
served as a manager and advisor at the Navigator REO Fund and the Mortgage and
Asset Xchange. These two funds manage over $500 million in real
estate properties and mortgages. During this same time Mr. Matta
participated in real estate seminar selling as president of Indus Planet, a firm
marketing 7,000 residential lots in Florida to buyers worldwide by way of
seminars and indirect selling through bulk buyers. Most recently,
since 2009 Mr. Matta launched a program as principal in a television promotion
driven, internet auction sale of REO properties where hundreds of homes were
sold each month. Mr. Matta established the joint venture partnerships, raised
the required capital and operated an organized acquisition REO
platform. (ROE properties are bank repossessed “Real Estate
Owned” properties, which are defined as properties in the possession of a lender as a result of foreclosure or forfeiture.)
The
company’s initial focus has been on identifying properties to manage in
Southwest Florida – Ft. Myers/Naples. The Southwest Florida
multi-family residential property market has been hard hit by the recent
economic downturn. Properties in this marketplace are selling at an
average of 33% below 2007 property values. Foreclosed and bank
repossessed real estate owned (REO) properties are at an even greater discount
to the previous market highs. We are currently in discussions with
banks and developers of distressed condominium projects in this market proposing
to manage the properties to improve their cash flow. These
negotiations are on-going and subject to the company securing management
contracts under acceptable terms.
Employees
As of
March 23, 2010, we have 2 full time employees, and plan to employ more qualified
employees in the near future.
DESCRIPTION
OF PROPERTY
Our
principal executive office is located at 7985 113th Street, Suite 220, Seminole,
FL 33772, and our telephone number is (727) 393-7439. Office space is
provided by our Chief Executive Officer at no charge.
LEGAL
PROCEEDINGS
From time
to time, we may become involved in various lawsuits and legal proceedings, which
arise, in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have a material
adverse effect on our business, financial condition or operating
results.
17
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is
presently no public market for our shares of common stock. We anticipate
applying for quoting of our common stock on the OTCBB upon the effectiveness of
the registration statement of which this prospectus forms apart. However, we can
provide no assurance that our shares of common stock will be quoted on the OTCBB
or, if quoted, that a public market will materialize.
Holders
of Capital Stock
As of the
date of this registration statement, we had 43 holders of our common stock.
Rule 144
Shares
As of the
date of this registration statement, we do not have any shares of our common
stock that are currently available for sale to the public in accordance with the
volume and trading limitations of Rule 144.
Stock
Option Grants
We do not
have any stock option plans.
Registration
Rights
We have
not granted registration rights to the selling shareholders or to any other
persons.
18
SEALE
AND BEERS, CPAs
PCAOB
& CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Gulf
Shores Investments, Inc.
(A
Development Stage Company)
We have
audited the accompanying balance sheet of Gulf Shores Investments, Inc. (A
Development Stage Company) as of June 30, 2009, and the related statements of
operations, stockholders’ equity (deficit) and cash flows for the period ended
from inception on May 8, 2009 through June 30, 2009. These financial statements
are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conduct 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Gulf Shores Investments, Inc.
(A Development Stage Company) as of June 30, 2009, and the related statements of
operations, stockholders’ equity (deficit) and cash flows for the period from
inception on May 8, 2009 through June 30, 2009, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has an accumulated deficit of $38,846, which raises
substantial doubt about its ability to continue as a going concern. Management’s
plans concerning these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Seale and
Beers, CPAs
Las
Vegas, Nevada
September
24, 2009
6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7492 Fax (702) 253-7501
19
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Balance
Sheet
June 30,
|
||||
2009
|
||||
ASSETS
|
||||
CURRENT
ASSETS
|
||||
$
|
4,729
|
|||
Cash
|
||||
Total
Current Assets
|
4,729
|
|||
TOTAL
ASSETS
|
$
|
4,729
|
||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||
CURRENT
LIABILITIES
|
||||
Accrued
Expenses
|
$
|
3,575
|
||
Total
Current Liabilities
|
3,575
|
|||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||
Preferred
stock, $0.00001 par value, 20,000,000 shares authorized, 0 shares issued
and outstanding
|
||||
Common
stock, $0.00001 par value, 250,000,000 shares authorized, 24,000,000
shares issued and outstanding
|
240
|
|||
Stock
Subscription Receivable
|
(200
|
)
|
||
Additional
paid-in capital
|
39,960
|
|||
Deficit
accumulated during the development stage
|
(38,846
|
)
|
||
Total
Stockholders' Equity (Deficit)
|
1,154
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
4,729
|
The
accompanying notes are an integral part of these financial
statements.
F-1
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Statement
of Operations
From
Inception through June 30, 2009
From Inception
|
||||
on May 8,
|
||||
2009 Through
|
||||
June 30,
|
||||
2009
|
||||
OPERATING
EXPENSES
|
||||
Consulting
Fees - Related Party
|
$
|
14,000
|
||
Consulting
Fees
|
10,000
|
|||
Professional
Fees
|
13,500
|
|||
General
and administrative
|
1,346
|
|||
Total
Operating Expenses
|
38,846
|
|||
INCOME
(LOSS) FROM OPERATIONS
|
(38,846
|
)
|
||
OTHER
EXPENSES
|
||||
Other
income
|
||||
INCOME
(LOSS) BEFORE INCOME TAXES
|
(38,846
|
)
|
||
Income
tax expense
|
-
|
|||
NET
INCOME (LOSS)
|
$
|
(38,846
|
)
|
|
BASIC
INCOME (LOSS) PER COMMON SHARE
|
$
|
(0.002
|
)
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
21,358,491
|
The
accompanying notes are an integral part of these financial
statements
F-2
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Statement
of Stockholders' Equity (Deficit)
Deficit
|
||||||||||||||||||||||||||||||||
Accumulated
|
Total
|
|||||||||||||||||||||||||||||||
Stock
|
Additional
|
During the
|
Stockholders'
|
|||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Subscription
|
Paid-In
|
Development
|
Equity
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Receivable
|
Capital
|
Stage
|
(Deficit)
|
|||||||||||||||||||||||||
Balance,
May 8, 2009
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||||||
Issuance
of common stock for cash at an average price of $.00001 per
share
|
20,000,000
|
200
|
200
|
|||||||||||||||||||||||||||||
Stock
Subscription Receivable
|
(200
|
)
|
(200
|
)
|
||||||||||||||||||||||||||||
Issuance
of common stock in June 2009 for cash at an average price of $.01 per
share
|
4,000,000
|
40
|
39,960
|
40,000
|
||||||||||||||||||||||||||||
Net
Loss for the period from inception to June 30, 2009
|
(38,846
|
)
|
(38,846
|
)
|
||||||||||||||||||||||||||||
Balance,
June 30, 2009
|
-
|
$
|
-
|
24,000,000
|
$
|
240
|
$
|
(200
|
)
|
$
|
39,960
|
$
|
(38,846
|
)
|
$
|
1,154
|
The
accompanying notes are an integral part of these financial
statements
F-3
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Statement
of Cash Flows
From Inception
|
||||
on May 14,
|
||||
2009 Through
|
||||
June 30,
|
||||
2009
|
||||
OPERATING
ACTIVITIES
|
||||
Net
loss
|
$
|
(38,846
|
)
|
|
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||
Increase
In Accrued Expenses
|
3,575
|
|||
Net
Cash Used in
|
||||
Operating
Activities
|
(35,271
|
)
|
||
INVESTING
ACTIVITIES
|
||||
Net
Cash Used in
|
||||
Investing
Activities
|
-
|
|||
FINANCING
ACTIVITIES
|
||||
Common
stock issued for cash
|
40,000
|
|||
Net
Cash Provided by
|
||||
Financing
Activities
|
40,000
|
|||
NET
INCREASE (DECREASE) IN CASH
|
4,729
|
|||
CASH
AT BEGINNING OF PERIOD
|
-
|
|||
CASH
AT END OF PERIOD
|
$
|
4,729
|
||
SUPPLEMENTAL
DISCLOSURES OF
|
||||
CASH
FLOW INFORMATION
|
||||
CASH
PAID FOR:
|
||||
Interest
|
$
|
-
|
||
Income
Taxes
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
F-4
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Nature of
Business
The
financial statements presented are those of Gulf Shores Investments,
Inc. the Company was originally incorporated under the laws of the
state of Nevada on May 8, 2009. Gulf Shores Investments, Inc. seeks
opportunistic capital investment in real estate where it believes it can achieve
higher cash flows and capital appreciation as a result of its
efforts. The Company's initial focus is on Florida and the
southeastern region of the United States particularly where it perceives there
to be the potential to acquire undervalued and distressed properties. The
Company believes it can enhance the value of these properties through the
execution of its strategy. The Company expects to acquire real estate
properties at a discount to replacement cost, mortgage or other interests in
well-located, sometimes under-performing real estate markets. The Company
attempts to identify those markets and submarkets with job growth opportunities
and demand demographics that support potential long-term value appreciation for
its properties.
These
financial statements have been prepared on a going concern basis, which implies
that the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. During the period ended June 30,
2009, the Company recognized no sales revenue and incurred a net loss of
$38,846. As at June 30, 2009, the Company had an accumulated deficit
of $38,846. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, the
ability to raise equity or debt financing, and the attainment of profitable
operations from the Company's future business. Additionally the Company is
actively seeking merger partners and strategic alliances in order to accelerate
its acquisitions in the real estate markets. These factors raise substantial
doubt regarding the Company’s ability to continue as a going concern. These
financial statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Dividends
The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during any of the periods shown.
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when incurred.
The Company had not incurred any advertising expense as of June 30,
2009.
F-5
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Cash and
Cash Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes. As at June 30, 2009 the Company had no cash
equivalents.
Basic
(Loss) per Common Share
We follow
SFAS No. 128, Earnings Per
Share , to calculate and report basic and diluted earnings per share
(“EPS”). Basic (loss) per share is calculated by dividing the Company’s net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company’s net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of June 30, 2009.
For the Period
Ended June 30,
2009
|
||||
Loss
(numerator)
|
$
|
(38,846
|
)
|
|
Shares
(denominator)
|
21,358,491
|
|||
Per
share amount
|
$
|
(0.002
|
)
|
Income
Taxes
The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.
SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to net loss before
provision for income taxes for the following reasons:
June 30, 2009
|
||||
Income
tax expense at statutory rate
|
$
|
(0
|
)
|
|
Net
deferred tax asset
|
0
|
|||
Income
tax expense per books
|
$
|
-
|
F-6
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Income
Taxes (Continued)
Net
deferred tax assets consist of the following components as of:
June 30, 2009
|
||||
NOL
carryover
|
$
|
15,150
|
||
Valuation
allowance
|
(15,150
|
)
|
||
Net
deferred tax asset
|
$
|
-
|
Impairment
of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived
assets may not be recoverable. When such events or changes in circumstances are
present, the Company assesses the recoverability of long-lived assets by
determining whether the carrying value of such assets will be recovered through
undiscounted expected future cash flows. If the total of the future cash flows
is less than the carrying amount of those assets, the Company recognizes an
impairment loss based on the excess of the carrying amount over the fair value
of the assets. Assets to be disposed of are reported at the lower of the
carrying amount or the fair value less costs to sell.
Accounting
Basis
The basis
is accounting principles generally accepted in the United States of
America. The Company has adopted a June 30 fiscal year
end.
Stock-based
compensation.
As of
June 30, 2009, the Company has not issued any share-based payments.
The
Company records stock-based compensation in accordance with SFAS No. 123R “Share
Based Payments”, using the fair value method. All transactions in which goods or
services are the consideration received for the issuance of equity instruments
are accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably
measurable. Equity instruments issued to employees and the cost of the services
received as consideration are measured and recognized based on the fair value of
the equity instruments issued.
F-7
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent
Accounting Pronouncements
In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The
provisions of SFAS 166, in part, amend the de-recognition guidance in FASB
Statement No. 140, eliminate the exemption from consolidation for qualifying
special-purpose entities and require additional disclosures. SFAS 166 is
effective for financial asset transfers occurring after the beginning of an
entity’s first fiscal year that begins after November 15, 2009. The Company does
not expect the provisions of SFAS 166 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)
(“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable
interest entities. The provisions of SFAS 167 significantly affect the overall
consolidation analysis under FASB Interpretation No. 46(R). SFAS 167
is effective as of the beginning of the first fiscal year that begins after
November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles – a replacement of
FASB Statement No. 162” (“SFAS No. 168”). Under SFAS No. 168 the
“FASB Accounting Standards Codification” (“Codification”) will become the source
of authoritative U. S. GAAP to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. On the effective date, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. SFAS No. 168 is effective for the
Company’s interim quarterly period beginning July 1, 2009. The Company does not
expect the adoption of SFAS No. 168 to have an impact on the financial
statements.
In June
2009, the Securities and Exchange Commission’s Office of the Chief Accountant
and Division of Corporation Finance announced the release of Staff Accounting
Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds
portions of the interpretive guidance included in the Staff Accounting Bulletin
Series in order to make the relevant interpretive guidance consistent with
current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
F-8
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent
Accounting Pronouncements (Continued)
In May
2009, the FASB issued SFAS No. 165, Subsequent Events, to establish general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or available to be
issued. SFAS No. 165 is effective for interim or annual financial
periods ending after June 15, 2009. Adoption of SFAS No. 165 did not have a
material impact on our condensed consolidated financial statements.
In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about
Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107,
Disclosures about Fair Value of Financial Instruments, to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. This FSP
also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods.
This FSP shall be effective for interim reporting periods ending after June 15,
2009. The Company does not have any fair value of financial instruments to
disclose.
In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting periods
ending after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
In April
2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies, to
address some of the application issues under SFAS 141(R). The FSP deals with the
initial recognition and measurement of an asset acquired or a liability assumed
in a business combination that arises from a contingency provided the asset or
liability’s fair value on the date of acquisition can be determined. When the
fair value can-not be determined, the FSP requires using the guidance under SFAS
No. 5, Accounting for Contingencies, and FASB Interpretation (FIN) No. 14,
Reasonable Estimation of the Amount of a Loss. This FSP was effective
for assets or liabilities arising from contingencies in business combinations
for which the acquisition date is on or after January 1, 2009. The adoption of
this FSP has not had a material impact on our financial position, results of
operations, or cash flows during the period ended June 30, 2009.
F-9
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent
Accounting Pronouncements (Continued)
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”). FSP FAS 157- 4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to disclose in interim
and annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending
after June 15, 2009. The Company does not expect the adoption of FSP
FAS 157-4 will have a material impact on its financial condition or results of
operations.
In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.
In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.” This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP
effective January 1, 2009. The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.
In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.
F-10
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent
Accounting Pronouncements (Continued)
In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities,” and FASB Interpretation 46 (revised December 2003),
“Consolidation of Variable Interest Entities − an
interpretation of ARB No. 51,” as well as other
modifications. While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements. The changes would be effective March
1, 2010, on a prospective basis.
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, “Earnings per
Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal
years beginning on or after December 15, 2008 and earlier adoption is
prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe
that FSP EITF 03-6-1 would have material effect on our consolidated financial
position and results of operations if adopted.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
F-11
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through June 30, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
NOTE
2 - STOCKHOLDERS’ EQUITY
COMMON
STOCK
In June
2009, we entered into an agreement for the sale of 4,000,000 shares of common
stock at a price of $0.01 per share. The Company realized $40,000
from this subscription.
NOTE
3 – STOCK SUBSCRIPTION RECEIVABLE
In May
2009, the Company issued to its founder 20,000,000 million shares of its common
stock for a price of $.0001. Payment for the stock was received on
September 23, 2009.
NOTE
4 – RELATED PARTY TRANSACTION
The
Company’s founder and majority shareholder provides various consulting services
to the Company for which he is compensated. For the period ending
June 30, 2009 consultant fees paid were $14,000.
F-12
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Balance
Sheet
December 31,
|
June 30,
|
|||||||
2009
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
$ | 247 | $ | 4,729 | |||||
Cash
|
||||||||
Total
Current Assets
|
247 | 4,729 | ||||||
TOTAL
ASSETS
|
$ | 247 | $ | 4,729 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accrued
Expenses
|
2,000 | 3,575 | ||||||
Total
Current Liabilities
|
2,000 | 3,575 | ||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Preferred
stock, $0.00001 par value, 20,000,000 shares
|
||||||||
authorized,
0 shares issued and outstanding
|
||||||||
Common
stock, $0.00001 par value, 250,000,000 shares
|
||||||||
authorized,
78,273,000 and 72,000,000 shares issued and outstanding,
respectively
|
783 | 720 | ||||||
Stock
Subscription Receivable
|
— | (200 | ) | |||||
Additional
paid-in capital
|
60,327 | 39,480 | ||||||
Deficit
accumulated during the development stage
|
(62,863 | ) | (38,846 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
(1,753 | ) | 1,154 | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS'
|
||||||||
EQUITY
(DEFICIT)
|
$ | 247 | $ | 4,729 |
The
accompanying notes are an integral part of these financial
statements.
F-13
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Statement
of Operations
From
Inception through December 31, 2009
From Inception
|
||||||||||||
Three Months
|
Six Months
|
on May 8,
|
||||||||||
Ended
|
Ended
|
2009 Through
|
||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2009
|
2009
|
2009
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
OPERATING
EXPENSES
|
||||||||||||
Consulting
Fees - Related Party
|
$ | 11,900 | $ | 11,900 | $ | 25,900 | ||||||
Consulting
Fees
|
7,000 | 7,000 | 17,000 | |||||||||
Professional
Fees
|
2,000 | 2,000 | 15,500 | |||||||||
General
and administrative
|
1,572 | 3,117 | 4,463 | |||||||||
Total
Operating Expenses
|
22,472 | 24,017 | 62,863 | |||||||||
INCOME
(LOSS) FROM OPERATIONS
|
(22,472 | ) | (24,017 | ) | (62,863 | ) | ||||||
OTHER
EXPENSES
|
||||||||||||
Other
income
|
||||||||||||
INCOME
(LOSS) BEFORE INCOME TAXES
|
(22,472 | ) | (24,017 | ) | (62,863 | ) | ||||||
Income
tax expense
|
- | - | - | |||||||||
NET
INCOME (LOSS)
|
$ | (22,472 | ) | $ | (24,017 | ) | $ | (62,863 | ) | |||
BASIC
INCOME (LOSS) PER COMMON SHARE
|
$ | (0.000 | ) | $ | (0.000 | ) | $ | (0.001 | ) | |||
WEIGHTED
AVERAGE NUMBER OF
|
||||||||||||
COMMON
SHARES OUTSTANDING
|
74,294,739 | 73,621,109 | 72,396,151 |
The
accompanying notes are an integral part of these financial
statements
F-14
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Statement
of Stockholders' Equity (Deficit)
Deficit
|
||||||||||||||||||||||||||||||||
Accumulated
|
Total
|
|||||||||||||||||||||||||||||||
Stock
|
Additional
|
During
the
|
Stockholders'
|
|||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Subscription
|
Paid-In
|
Development
|
Equity
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Receivable
|
Capital
|
Stage
|
(Deficit)
|
|||||||||||||||||||||||||
Balance,
May 8, 2009
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||||
Issuance
of common stock
|
||||||||||||||||||||||||||||||||
for
cash at an average price
|
||||||||||||||||||||||||||||||||
of
$.0000033 per share
|
60,000,000 | 600 | (400 | ) | 200 | |||||||||||||||||||||||||||
Stock
Subscription Receivable
|
(200 | ) | (200 | ) | ||||||||||||||||||||||||||||
Issuance
of common stock in
|
||||||||||||||||||||||||||||||||
June
2009 for cash at an average
|
||||||||||||||||||||||||||||||||
price
of $.00333 per share
|
12,000,000 | 120 | 39,880 | 40,000 | ||||||||||||||||||||||||||||
Net
Loss for the period from
|
||||||||||||||||||||||||||||||||
inception
to June 30, 2009
|
(38,846 | ) | (38,846 | ) | ||||||||||||||||||||||||||||
Balance,
June 30, 2009 (Audited)
|
- | $ | - | 72,000,000 | $ | 720 | $ | (200 | ) | $ | 39,480 | $ | (38,846 | ) | $ | 1,154 | ||||||||||||||||
Issuance
of common stock in
|
||||||||||||||||||||||||||||||||
July
in exchange for legal
|
||||||||||||||||||||||||||||||||
services
provided at an average
|
||||||||||||||||||||||||||||||||
price
of $.00333 per share
|
75,000 | 1 | 249 | 250 | ||||||||||||||||||||||||||||
Issuance
of common stock in
|
||||||||||||||||||||||||||||||||
August
for cash at an average
|
||||||||||||||||||||||||||||||||
price
of $.00333 per share
|
198,000 | 2 | 658 | 660 | ||||||||||||||||||||||||||||
Collection
of stock subscription
|
||||||||||||||||||||||||||||||||
receivable
on September 23, 2009
|
200 | 200 | ||||||||||||||||||||||||||||||
Issuance
of common stock in
|
||||||||||||||||||||||||||||||||
December
2009 for cash at a
|
||||||||||||||||||||||||||||||||
price
of $.00333 per share
|
6,000,000 | 60 | 19,940 | 20,000 | ||||||||||||||||||||||||||||
Net
Loss for the period from
|
||||||||||||||||||||||||||||||||
July 1,
2009 to December 31, 2009 (Unaudited)
|
(24,017 | ) | (24,017 | ) | ||||||||||||||||||||||||||||
- | $ | - | 78,273,000 | $ | 783 | $ | - | $ | 60,327 | $ | (62,863 | ) | $ | (1,753 | ) |
The
accompanying notes are an integral part of these financial
statements
F-15
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Statement
of Cash Flows
From Inception
|
||||||||
July 1,
|
on May 8,
|
|||||||
2009 Through
|
2009 Through
|
|||||||
December 31,
|
December 31,
|
|||||||
2009
|
2009
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
OPERATING
ACTIVITIES
|
||||||||
Net
loss
|
$ | (24,017 | ) | $ | (62,863 | ) | ||
Adjustments
to reconcile net loss to
|
||||||||
net
cash used by operating activities:
|
||||||||
Common
stock issued for legal services
|
250 | 250 | ||||||
(Decrease)
increase In Accrued Expenses
|
(1,575 | ) | 2,000 | |||||
Net
Cash Used in
|
||||||||
Operating
Activities
|
(25,342 | ) | (60,613 | ) | ||||
INVESTING
ACTIVITIES
|
||||||||
Net
Cash Used in
|
||||||||
Investing
Activities
|
- | - | ||||||
FINANCING
ACTIVITIES
|
||||||||
Common
stock issued for cash
|
20,860 | 60,860 | ||||||
Net
Cash Provided by
|
||||||||
Financing
Activities
|
20,860 | 60,860 | ||||||
NET
INCREASE (DECREASE) IN CASH
|
(4,482 | ) | 247 | |||||
CASH
AT BEGINNING OF PERIOD
|
4,729 | - | ||||||
CASH
AT END OF PERIOD
|
$ | 247 | $ | 247 | ||||
SUPPLEMENTAL
DISCLOSURES OF
|
||||||||
CASH
FLOW INFORMATION
|
||||||||
CASH
PAID FOR:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income
Taxes
|
$ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F-16
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through December 31, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Nature of
Business
The
financial statements presented are those of Gulf Shores Investments,
Inc. The Company was originally incorporated under the laws of the
state of Nevada on May 8, 2009. Gulf Shores Investments, Inc. seeks
real estate management opportunities where it believes it can achieve
higher cash flows as a result of its efforts. The Company's initial
focus is on Florida and the southeastern region of the United States
particularly where it perceives there to be the potential to manage
undervalued and distressed properties. The Company believes it can enhance
the value of these properties through the execution of its strategy. The
Company expects to manage real estate properties in well-located, sometimes
under-performing real estate markets. The Company attempts to identify those
markets and submarkets with job growth opportunities and demand demographics
that support potential long-term value appreciation for the properties it
manages.
These
financial statements have been prepared on a going concern basis, which implies
that the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. During the six month period ended
December 31, 2009, the Company recognized no sales revenue and incurred a net
loss of $24,017. As of December 31, 2009, the Company had an
accumulated deficit of $62,863. The continuation of the Company as a
going concern is dependent upon the continued financial support from its
shareholders, the ability to raise equity or debt financing, and the attainment
of profitable operations from the Company's future business. These factors
raise substantial doubt regarding the Company’s ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.
Interim Financial
Statements
The
interim unaudited financial statements have been prepared on the same basis as
the annual financial statements and in the opinion of management, reflect all
adjustments, which include only normal recurring adjustments, necessary to
present fairly the Company’s financial position, results of operations and cash
flows for the periods shown. The results of operations for such
periods are not necessarily indicative of the results expected for a full year
or for any future period.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Dividends
The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during any of the periods shown.
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when incurred.
The Company had not incurred any advertising expense as of December 31,
2009.
F-17
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through December 31, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Cash and Cash
Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes. As at December 31, 2009 the Company had no cash
equivalents.
Basic (Loss) per Common
Share
Basic
(loss) per share is calculated by dividing the Company’s net loss applicable to
common shareholders by the weighted average number of common shares during the
period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for any
potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of December 31, 2009.
|
For the Three
Months Ended
December 31
2009
|
For the Six
Months Ended
December 31
2009
|
From Inception
on May 8, 2009
Through
December 31,
2009
|
|||||||||
Loss
(numerator)
|
$ | (22,472 | ) | $ | (24,017 | ) | $ | (62,863 | ) | |||
Shares
(denominator)
|
74,294,739 | 73,621,109 | 72,396,151 | |||||||||
Per
share amount
|
$ | (0.000 | ) | $ | (0.000 | ) | $ | (0.001 | ) |
Income
Taxes
The
Company provides for income taxes under ASC 740 “Accounting for Income
Taxes”. ASC 740 requires the use of an asset and liability
approach in accounting for income taxes. Deferred tax assets and liabilities are
recorded based on the differences between the financial statement and tax bases
of assets and liabilities and the tax rates in effect when these differences are
expected to reverse.
ASC 740
requires the reduction of deferred tax assets by a valuation allowance if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized.
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal and state income tax rate of 39% to net loss
before provision for income taxes for the following
reasons:
F-18
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through December 31, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
December 31,
2009
|
||||
Income
tax expense at statutory rate
|
$ | (0 | ) | |
Net
deferred tax asset
|
0 | |||
Income
tax expense per books
|
$ | - |
Income Taxes
(Continued)
Net
deferred tax assets consist of the following components as of:
December 31,
2009
|
||||
NOL
carryover
|
$ | 23,737 | ) | |
Valuation
allowance
|
(23,737 | ) | ||
Net
deferred tax asset
|
$ | - |
Impairment of Long-Lived
Assets
The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is
less than
the carrying amount of those assets, the Company recognizes an impairment loss
based on the excess of the carrying amount over the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or the
fair value less costs to sell.
Accounting
Basis
The basis
is accounting principles generally accepted in the United States of
America. The Company has adopted a June 30 fiscal year
end.
Stock-based
compensation.
In July
2009, the Company issued 75,000 shares of stock as part of our fee agreement for
legal services associated with the Company’s S-1 filing. The shares
were valued at $.00333 per share.
The
above issuance of stock reflects the effect of the Company’s stock split
effective on January 5, 2010 (see Note 5).
The
Company records stock-based compensation in accordance with ASC 718 (formerly
SFAS No. 123R “Share Based Payments”), using the fair value method. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments
issued.
F-19
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through December 31, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent Accounting
Pronouncements
In
September 2009, the EITF reached final consensus on a new revenue recognition
standard, Issue No. 08-1, Revenue Arrangements with Multiple
Deliverables. EITF 08-1 addresses how to determine whether an
arrangement involving multiple deliverables contains more than one unit of
accounting, and how the arrangement consideration should be allocated among the
separate units of accounting. EITF 08-1 is effective for fiscal years
beginning after June 15, 2010 and may be applied retrospectively or
prospectively for new or materially modified arrangements. In
addition, early adoption is permitted. We are currently evaluating
the potential impact of EITF 08-1 on our condensed consolidated financial
statements.
In
August 2009, the FASB issued changes to fair value accounting for liabilities.
These changes clarify existing guidance that in circumstances in which a quoted
price in an active market for the identical liability is not available, an
entity is required to measure fair value using either a valuation technique that
uses a quoted price of either a similar liability or a quoted price of an
identical or similar liability when traded as an asset, or another valuation
technique that is consistent with the principles of fair value measurements,
such as an income approach (e.g., present value technique). This guidance also
states that both a quoted price in an active market for the identical liability
and a quoted price for the identical liability when traded as an asset in an
active market when no adjustments to the quoted price of the asset are required
are Level 1 fair value measurements. These changes became effective on
October 1, 2009. Management has determined that the adoption of these
changes will not have an impact on the Financial Statements.
In June
2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No. 46(R), to clarify and improve financial reporting by entities
involved with variable interest entities. SFAS No. 167 is effective as of the
beginning of the annual period that begins after November 15, 2009, for interim
periods within that first annual reporting period, and for interim and annual
reporting periods thereafter. We do not expect SFAS No. 167 to have a material
impact on our condensed financial statements.
In June
2009, the FASB issued Update No. 2009-01, which established the FASB Accounting
Standards CodificationTM (“the Codification”) as the source of authoritative
U.S. Generally Accepted Accounting Principles (“GAAP”) recognized by the FASB to
be applied by nongovernmental entities. The Codification is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. The adoption of the Codification did not have a material
impact on our condensed consolidated financial statements.
F-20
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through December 31, 2009
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Recent Accounting
Pronouncements (Continued)
In
June 2009, the FASB issued changes to the accounting for transfers of financial
assets. These changes remove the concept of a qualifying special-purpose entity
and remove the exception from the application of variable interest accounting to
variable interest entities that are qualifying special-purpose entities; limits
the circumstances in which a transferor derecognizes a portion or component of a
financial asset; defines a participating interest; requires a transferor to
recognize and initially measure at fair value all assets obtained and
liabilities incurred as a result of a transfer accounted for as a sale; and
requires enhanced disclosure; among others. These changes became effective on
January 1, 2010. We do not expect these changes to have a
material impact on our condensed financial statements.
In May
2009, the FASB issued SFAS No. 165, Subsequent Events, (now
codified as ASC 855, Subsequent Events) to
establish general standards of accounting for and disclosures of events that
occur after the balance sheet date but before financial statements are issued or
available to be issued. The guidance is effective for interim or
annual financial periods ending after June 15, 2009. Adoption of this
authoritative guidance did not have a material impact on our condensed
consolidated financial statements.
In April
2009, The FASB issued changes to fair value disclosures of financial
instruments. These changes require a publicly traded company to include
disclosures about the fair value of its financial instruments whenever it issues
summarized financial information for interim reporting periods. Such disclosures
include the fair value of all financial instruments, for which it is practicable
to estimate that value, whether recognized or not recognized in the statement of
financial position; the related carrying amount of these financial instruments;
and the method(s) and significant assumptions used to estimate the fair
value. The Company
does not have any fair value of financial instruments to disclose.
In April
2009, The FASB
issued changes to the recognition and presentation of other-than-temporary
impairments. These changes amend existing other-than-temporary impairment
guidance for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary impairments on
debt and equity securities. The adoption of these changes had no impact on the
Financial Statements.
In
December 2008, the FASB issued changes to employers’ disclosures about
postretirement benefit plan assets. These changes provide guidance on an
employer’s disclosures about plan assets of a defined benefit pension or other
postretirement plan. This guidance is intended to ensure that an employer meets
the objectives of the disclosures about plan assets in an employer’s defined
benefit pension or other postretirement plan to provide users of financial
statements with an understanding of the following: how investment allocation
decisions are made; the major categories of plan assets; the inputs and
valuation techniques used to measure the fair value of plan assets; the effect
of fair value measurements using significant unobservable inputs on changes in
plan assets; and significant concentrations of risk within plan assets. These
changes become effective for Alcoa on December 31, 2009. As these changes
only require enhanced disclosures, management has determined that the adoption
of these changes will not have an impact on the Financial
Statements.
F-21
GULF
SHORES INVESTMENTS, INC.
(A
Development Stage Company)
Notes to
Financial Statements
From
Inception Through December 31, 2009
NOTE
2 - STOCKHOLDERS’ EQUITY
COMMON
STOCK
In May
2009, we entered into an agreement for the sale of 12,000,000 shares of common
stock at a price of $0.00333 per share. The Company realized $40,000
from this subscription. In September 2009, the Company entered into
an agreement for the sale of 198,000 shares at a price of $0.00333 per share to
39 different investors. The Company realized $660 from these
subscriptions. In December 2009, the Company entered into an
agreement for the sale of 6,000,000 at a price of $0.00333 per
share. The Company realized $20,000 from this
subscription.
The
above issuance of stock reflects the effect of the Company’s stock split
effective on January 5, 2010 (see Note 5).
NOTE
3 – STOCK SUBSCRIPTION RECEIVABLE
In May
2009, the Company issued to its founder 60,000,000 million shares of its common
stock for a price of $.0000033. Payment for the stock was received on
September 23, 2009.
The
above issuance of stock reflects the effect of the Company’s stock split
effective on January 5, 2010 (see Note 5).
NOTE
4 – RELATED PARTY TRANSACTION
The
Company’s founder and majority shareholder provides various consulting services
to the Company for which he is compensated. For the period ending
December 31, 2009 consultant fees paid were $11,900.
NOTE
5 – SUBSEQUENT EVENTS
STOCK
SPLIT
The
company's board of directors authorized a three-for-one stock split effective on
January 5, 2010. Each shareholder of record on January 5, 2010
received two additional shares of
common stock for each share held on that date. All share and related
information presented in these financial statements and accompanying footnotes
have been adjusted to reflect the increased number of shares resulting from this
action.
F-22
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULT OF OPERATIONS
The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. This section includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
Plan
of Operations
We have
commenced limited operations and we will require outside capital to implement
our business model.
1. All
business functions will be coordinated and managed by our founder, including
marketing, finance and operations. We intend to contract with outside
professionals to facilitate services for the on-site management of properties
and real estate rehab and maintenance services that may be required. The Company
has no outside contracts, but we intend to contract with these professionals
under normal industry terms, which may include real estate commissions in the 2%
- 5% range depending on the nature of the services.
2. We
will focus on evaluating our performance based on the following criteria during
the next twelve months of operations as the Company emerges from the development
stage:
a. Number
of new real estate projects
i.
|
The
Company has identified two distressed, under-managed projects in Southwest
Florida and is continuing to look for additional properties in this
marketplace. The Southwest Florida multi-family residential
property market has been hard hit by the recent economic
downturn. Properties in this marketplace are selling at an
average of 33% below 2007 property values. Foreclosed and bank
repossessed real estate owned (REO) properties are at an even greater
discount to the previous market highs. We are currently in
discussions with banks and developers of distressed condominium projects
in this market proposing to manage the properties to improve their cash
flow. These negotiations are on-going and subject to the
Company securing management contracts under acceptable
terms.
|
ii.
|
Over
the next twelve months the Company intends to identify at least ten
suitable properties for management.
|
iii.
|
The
Company incurs nominal travel expenses associated with the search for
properties since the Southwest Florida region is nearby its home office.
|
b.
Expense management
i.
|
The
Company has a limited operating budget and has maintained tight expense
controls.
|
ii.
|
Over
the next twelve months the Company anticipates its operating expenses to
be $24,000.
|
c. Achieving positive cash flow
i.
|
After
the Company has properties are under management we will launch a marketing
campaign to attempt generate
revenues.
|
ii.
|
Over
the next twelve months the Company anticipates its operating expenses to
be $24,000.
|
20
d.
Creating strategic alliance relationships
i.
|
The
Company intends to contract with outside professionals to facilitate
services for the on-site management of properties and real estate rehab
and maintenance services that may be
required.
|
ii.
|
Over
the next twelve months the Company intends to hire two to three licensed
real estate professionals. In January, the Company hired Sanjiv
Matta, a Florida licensed real estate professional to assist the president
in furthering the business plan by identifying new properties for
management in Southwest Florida.
|
iii.
|
The
Company has no contracts with outside vendors, but we intend to contract
with these professionals under normal industry terms, which may include
real estate commissions in the 6% - 2% range depending on the nature of
the transaction.
|
Our
growth is driven by the number of new real estate projects that we evaluate and
contract for management. There is no assurance we will be able to
secure such management contracts for properties or be able to lease-out such
properties on a profitable basis.
3. Our
plan of operation includes launching a targeted marketing campaign focusing
on property management trade show participation, media promotions and public
relations beginning in the second quarter of 2010. The marketing is
estimated to cost $15,000 and will be funded by shareholder loans until the
Company can secure additional financing. We intend to support these
marketing efforts through the development of high-quality marketing materials
and an attractive and informative website,
www.GulfShoresInvestments.com .
4. Within
120 days of the initiation of our marketing campaign, we believe that we will
have identified suitable properties to manage and lease-out to begin to generate
revenues from our targeted marketing approach. We can begin managing
properties immediately for a fee from the property owners, typically between 2%
- 5% of gross monthly rents.
If we
are unable to generate sufficient property management contracts, we may have to
reduce, suspend or cease our efforts. If we are forced to cease our
previously stated efforts, we do not have plans to pursue other business
opportunities.
Limited Operating History
We have
generated no independent financial history and have not previously demonstrated
that we will be able to expand our business through increased investment in
marketing activities. We cannot guarantee that the expansion efforts described
in this Registration Statement will be successful. The business is
subject to risks inherent in growing an enterprise, including limited capital
resources and possible rejection of our business model and/or sales
methods.
Future
financing may not be available to us on acceptable terms. If debt financing is
not available or not available on satisfactory terms, we may be unable to
continue expanding our operations. Equity financing will result in a
dilution to existing shareholders.
21
In
January 2010, the board of directors approved a three for one forward
split. The board of directors hopes the decision to restructure the
Company’s capital structure will potentially lead to greater liquidity of the
Company’s common stock in the future. In addition, the Board of Directors hopes
the forward split will attract potential investors.
Results
of Operations
For the
period from May 8, 2009 (inception), to December 31, 2009, we had no revenue.
Expenses for the period totaled $62,863 resulting in a net loss of
$62,863. Expenses for the period consisted of $58,400 for Consulting
and Professional fees and $4,463 for General and administrative expenses.
Capital
Resources and Liquidity
As of
December 31, 2009 we have $247 cash on hand.
Based
upon the above, we do not believe we have enough cash to support our daily
operations while we are attempting to commence operations and produce revenues.
Additional cash is required to complete this offering and we may sell additional
shares of stock or issue shareholder loans to cover any shortfall for the
offering. We have not entered into any oral or written agreements to provide
such loans. However, if we are unable to satisfy our cash
requirements for operations we may be unable to proceed with our plan of
operations. We do not anticipate the purchase or sale of any
significant operating equipment. We also do not expect any significant additions
to the number of employees.
Future
financing for real estate management operations may not be available to us on
acceptable terms. To raise equity will require the sale of stock and the
debt financing will require intuitional or private lenders. We do not
have any institutional or private lending sources identified. If debt
financing is not available or not available on satisfactory terms, we may be
unable to continue expanding our operations. Equity financing will
result in a dilution to existing shareholders.
The
foregoing represents our best estimate of our cash needs based on current
planning and business conditions. In the event we are not successful
in reaching our initial revenue targets, additional funds may be required, and
we may not be able to proceed with our business plan for the development and
marketing of our core services. Should this occur, we will suspend or cease
operations.
We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The
following table sets forth the name and age of officers and director as of March
23, 2010 Our Executive officer is elected annually by our Board of
Director. Our executive officers hold their offices until they resign, are
removed by the Board, or his successor is elected and
qualified.
Name
|
Age
|
Position
|
||
David
Dreslin
|
50
|
President,
Chief Financial Officer, Treasurer and Director
|
||
Sanjiv
Matta
|
41
|
Vice-President,
Secretary
|
Set forth
below is a brief description of the background and business experience of our
executive officer and director for the past five years.
David Dreslin has worked as a
CPA with 24 years of experience dealing with business enterprises both as a
consultant and employee. For the past five years Mr. Dreslin has held
the position as President of Dreslin Financial Services, Inc. Mr. Dreslin’s
experience includes 3 years with Deloitte Haskins & Sells, "an International
Big-Six Accounting Firm", as a member of their Emerging Business Services
department and as a Senior Tax Accountant. In 1990, Mr. Dreslin
formed his own Certified Public Accounting firm to provide consulting services
to business owners, as well as, acting as their "on-call" financial
officer. In 1994 he formed Dreslin Financial Services, Inc. a
financial services firm to provide full service accounting and management
services to individuals and businesses. Mr. Dreslin has been involved
in numerous real estate projects as both principal and advisor and he is a
Florida licensed real estate professional. Mr. Dreslin has been
actively involved in real estate development and investing since
2006. He has experience in multi-family, commercial and residential
real estate properties. Mr. Dreslin also has a number of real estate
related clients in his accounting practice and he has experience in real estate
valuations. He holds a BBA in Accounting from the University of South
Florida. Mr. Dreslin is not a member of a separately designated
committee of the Board of Directors and is not an independent
director.
Sanjiv Matta has been the
founder and operator of multi-national businesses, mostly centered around mass
distribution, real estate development, sales, marketing and corporate
finance. Mr. Matta is a Florida licensed real estate professional and
an experienced real estate principal and advisor on developments worldwide,
including distressed real estate workout and acquisitions with an REO hedge
fund. He is responsible for over $500M in real estate
development. Since 1995 to present Mr. Matta has been a Managing
Member of Dhampur Sampatyi, an India based real estate developer. The
company is a builder and operator of real estate projects in India, the USA and
the Caribbean. Dhampur Sampatyi has developed over $600 million in
multi-family and commercial properties over 15 years. Since 2001 to
present Mr. Matta has been involved in the management of developments for Tricon
Development, a Florida based real estate developer. Tricon has
developed over $150 million in multi-family residential development projects
including Somerset Riverfront, Oceanique, The Claridges, Howard Johnson
Riverfront, Ocean Park-Hutchinson Island. From 2006 – 2009 Mr. Matta
served as a manager and advisor at the Navigator REO Fund and the Mortgage and
Asset Xchange. These two funds manage over $500 million in real
estate properties and mortgages. During this same time Mr. Matta
participated in real estate seminar selling as president of Indus Planet, a firm
marketing 7,000 residential lots in Florida to buyers worldwide by way of
seminars and indirect selling through bulk buyers. Most recently,
since 2009 Mr. Matta launched a program as principal in a television promotion
driven, internet auction sale of REO properties where hundreds of homes were
sold each month. Mr. Matta established the joint venture partnerships, raised
the required capital and operated an organized acquisition REO
platform. (ROE properties are bank repossessed “Real Estate
Owned” properties, which are defined as properties in the possession of a lender as a result of foreclosure or forfeiture.)
Board
Committee
The
Company does not currently have a designated audit, nominating or compensation
committee. The Company currently has no plans to form these
separately designated Board committees.
22
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board
EXECUTIVE
COMPENSATION
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the period
ended December 31, 2009.
SUMMARY
COMPENSATION TABLE
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-
Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Totals
($)
|
|||||||||||||||||||||||||
David
Dreslin, President, Chief Executive Officer Chief Financial Officer,
Treasurer
|
2009
|
$ | 0 | 0 | 0 | 0 | 0 | 0 | $ | 25,900 | $ | 25,900 | ||||||||||||||||||||||
Sanjiv
Matta, Vice-President and Secretary*
|
2009
|
$ | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | 0 |
*Sanjiv
Matta was appointed Secretary and Vice-President on January 15, 2010 and has
received no compensation.
Option
Grants Table . There
were no individual grants of stock options to purchase our common stock made to
the executive officers named in the Summary Compensation Table through December
31, 2009.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending December 31, 2009 by the executive officers named
in the Summary Compensation Table.
Long-Term
Incentive Plan (“ LTIP” ) Awards Table . There were no awards made
to a named executive officers in the last completed fiscal year under any
LTIP
Compensation
of Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Employment
Agreements
Currently,
we do not have an employment agreement in place with our officer and
director.
23
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of March 23, 2010
and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly and the shareholders listed
possesses sole voting and investment power with respect to the shares
shown.
Name
|
Number of
Shares
Beneficially
Owned
|
Percent of
Class
|
||||||
David
Dreslin (2)
7985
113th Street
Suite
220
Seminole,
FL 33772
|
60,006,000 | 76.7 | % | |||||
Entrust
of Tampa Bay FBO Van Nguyen
13191
Starkey Rd
Suite
9
Largo,
FL 33773
|
12,000,000 | 15.3 | % | |||||
Entrust
of Tampa Bay FBO Edward G. Mass
13191
Starkey Rd
Suite
9
Largo,
FL 33773
|
6,000,000 | 7.7 | % | |||||
Visionary
Concepts LLC (3)
105
W. Sweetwater Creek Dr.
Longwood,
FL 32779
|
3,000 | 0.0 | % | |||||
All
Executive Officers and Directors as a group (1)
|
60,009,000 | 83.02 | % |
(1)
Based on 78,273,000shares of common stock outstanding as of March 23,
2010. Includes persons owning more than 5% of the outstanding shares
of common stock.
(2)
This amount includes shares owned through David Dreslin family members (Donna
Dreslin-Wife, David Dreslin II-son). Donna Dreslin is deemed the beneficial
owner of 60,000,000 shares held by David Dreslin.
(3) Sanjiv Matta is the principal of Visionary Concepts LLC.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
We were
incorporated in the State of Nevada in May 2009 and 60,000,000 shares of common
stock were issued to David Dreslin for consideration of $200.
Dave
Dreslin may be deemed a promoter as defined in Rule 405 under the Securities Act
of 1933.
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, during the past five years, none of the following
occurred with respect to our director or executive officer of the Company:
(1) any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any
order, judgment or decree, not subsequently reversed, suspended or vacated, of
any court of any competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; and (4) being found by a court
of competent jurisdiction (in a civil action), the SEC or the commodities
futures trading commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
24
Item
12A. Disclosure of Commission Position on Indemnification of Securities Act
Liabilities.
Our
directors and officers are indemnified as provided by the Nevada corporate law
and our Bylaws. We have agreed to indemnify each of our directors and certain
officers against certain liabilities, including liabilities under the Securities
Act of 1933. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the provisions described above, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
25
GULF
SHORES INVESTMENTS, INC.
498,000
SHARES OF COMMON STOCK
PROSPECTUS
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE
REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS
NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
Until
_____________, all dealers that effect transactions in these securities whether
or not participating in this offering may be required to deliver a prospectus.
This is in addition to the dealer’s obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
The Date of This Prospectus
is ___ __,
2010
26
PART
II INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
Securities
and Exchange Commission registration fee
|
$
|
2.28
|
||
Federal
Taxes
|
$
|
|||
State
Taxes and Fees
|
$
|
|||
Transfer
Agent Fees
|
$
|
|||
Accounting
fees and expenses
|
$
|
3,500
|
||
Legal
fees and expense
|
$
|
30,000
|
||
Blue
Sky fees and expenses
|
$
|
1,000
|
||
Miscellaneous
|
$
|
|||
Total
|
$
|
34,502.28
|
All
amounts are estimates other than the Commission’s registration fee. We are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item
14. Indemnification of Directors and Officers.
Our
directors and officers are indemnified as provided by the Nevada corporate law
and our Bylaws. We have agreed to indemnify each of our directors and certain
officers against certain liabilities, including liabilities under the Securities
Act of 1933. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the provisions described above, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless
in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We will then be
governed by the court’s decision.
Item
15. Recent Sales of Unregistered Securities.
We were
incorporated in the State of Nevada in May 2009 and 60,000,000 shares of common
stock were issued to David Dreslin for consideration of $200. These shares were
issued in reliance on the exemption under Section 4(2) of the Securities Act of
1933, as amended (the “Act”) and were issued as founders shares. These shares of
our common stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance shares by us did not involve a public offering.
The offering was not a “public offering” as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering,
manner of the offering and number of shares offered. We did not undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition, Mr Dreslin had the necessary investment intent as required by
Section 4(2) since they agreed to and received share certificates bearing a
legend stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a “public
offering.” Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
** These numbers are adjusted
based on the 3 for 1 forward split that was effective on January 5,
2010.
27
In July
2009, we issued an aggregate of 75,000 shares of our common stock to Anslow
& Jaclin, LLP, as compensation for legal services rendered. These securities
were issued pursuant to the exemption provided under Section 4(2) of the
Securities Act. These shares of our common stock qualified for exemption since
the issuance shares by us did not involve a public offering. The offering was
not a “public offering” as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition,
the shareholder had the necessary investment intent as required by Section 4(2)
since she agreed to and received share certificates bearing a legend stating
that such shares are restricted pursuant to Rule 144 of the Securities Act. This
restriction ensures that these shares would not be immediately redistributed
into the market and therefore not be part of a “public offering.” Based on an
analysis of the above factors, we have met the requirements to qualify for
exemption under Section 4(2) of the Securities Act for this transaction.
In
August 2009, we completed a Regulation D Rule 506 offering in which we sold
18,198,000 shares of common stock to 41 investors, at a price per share of
$0.0033 for an aggregate offering price of $60,660. The following sets forth the
identity of the class of persons to whom we sold these shares and the amount of
shares for each shareholder:
Entrust
of Tampa Bay FBO Van Nguyen
|
12,000,000
|
|||
Entrust
of Tampa Bay FBO Edward G. Mass
|
6,000,000
|
|||
Donna
Dreslin
|
3,000
|
|||
David
Dreslin II
|
3,000
|
|||
Thomas
Collentine
|
3,000
|
|||
Lisa
Angarano
|
3,000
|
|||
Jason
Spurlin
|
3,000
|
|||
Dan
Gorman
|
3,000
|
|||
Claudia
Gorman
|
3,000
|
|||
David
Strenkoski
|
3,000
|
|||
Lavin
Dos Santos
|
3,000
|
|||
Ed
Mass
|
3,000
|
|||
Sal
Kopita
|
3,000
|
|||
Robert
Rogin
|
3,000
|
|||
Cheryl
Chernoff
|
3,000
|
|||
Peter
Adams
|
3,000
|
|||
Robin
Adams
|
3,000
|
|||
Tim
Kennedy
|
3,000
|
|||
Jean
C. Shagena
|
3,000
|
|||
Visionary
Concepts, LLC
|
3,000
|
|||
Robert
W. Christian, Jr.
|
3,000
|
|||
Robert
W. Christian Sr.
|
3,000
|
|||
Zhang
Miao
|
18,000
|
|||
Gang
Xu
|
15,000
|
|||
Gregory
Busch
|
30,000
|
|||
Barbara
Ann Busch
|
30,000
|
|||
Robert
E. Dudenhoefer, Jr.
|
3,000
|
|||
Angela
M. Dudenhoefer
|
3,000
|
|||
Darren
Griffin
|
3,000
|
|||
Chris
Marchesini
|
3,000
|
|||
Sirge
Villani
|
3,000
|
|||
Christina
Hicks
|
3,000
|
|||
Robert
Rheintgen
|
3,000
|
|||
Richard
Corbert
|
3,000
|
|||
William
Forhan
|
3,000
|
|||
James
Christie
|
3,000
|
|||
Catherine
Finkenstadt
|
3,000
|
|||
James
Lipscomb
|
3,000
|
|||
Joseph
Caldwell
|
3,000
|
|||
Monique
Caldwell
|
3,000
|
|||
Virginia
Rheintgen
|
3,000
|
28
Please
note that pursuant to Rule 506, all shares purchased in the Regulation D Rule
506 offering completed in August 2009 were restricted in accordance with Rule
144 of the Securities Act of 1933. In addition, each of these shareholders were
either accredited as defined in Rule 501 (a) of Regulation D promulgated under
the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of
Regulation D promulgated under the Securities Act.
(A)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
“investment company” within the meaning of the federal securities
laws.
|
(B)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with the
purchase or sale of any security.
|
(C)
|
The
offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
(D)
|
Except
for Donna Dreslin and David Dreslin II, none of the investors are
affiliated with any of our directors, officers or promoters or any
beneficial owner of 10% or more of our
securities.
|
We have
never utilized an underwriter for an offering of our securities. Other than the
securities mentioned above, we have not issued or sold any
securities.
Item
16. Exhibits and Financial Statement Schedules.
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles
of Incorporation (Incorporated by reference to Form S-1 filed on September
28, 2009)
|
|
3.2
|
By-Laws
(incorporated by reference to Form S-1 filed on September 28,
2009)
|
|
5.1
|
Opinion
of Anslow & Jaclin, LLP filed herein
|
|
23.1
|
Consent
of Seale and Beers, CPA filed herein
|
|
23.2
|
Consent
of Counsel (included in exhibit
5.1)
|
Item
17. Undertakings.
(A) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, 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 arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth 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) and 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 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
iii. To
include any 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;
29
(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 such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 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.
(5) Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
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.
(6) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the 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
the offering required to be filed pursuant to Rule 424;
ii. Any
free writing prospectus relating to the 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.
30
SIGNATURES
In
accordance with 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 Seminole,
State of Florida on March 26, 2010.
GULF SHORES INVESTMENTS,
INC.
/s/ David Dreslin
|
|
Name:
David Dreslin
|
|
Position:
President,, Chief Financial Officer, Treasurer,
|
|
Principal
Executive Officer, Principal
Accounting
Officer, Director
|
POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints David Dreslin and their true and lawful
attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and all
capacities (including his capacity as a director and/or officer of Gulf Shores
Investments, Inc.) to sign any or all amendments (including post-effective
amendments) to this registration statement and any and all additional
registration statements pursuant to rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto each said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In
accordance with the requirements of the Securities Act of 1933, as amended, this
registration statement was signed below by the following persons in the
capacities and on the dates stated.
Dated:
March 26, 2010
/s/ Sanjiv Matta
|
Secretary
|
|
Sanjiv Matta
|
Vice
President
|
31