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SECURITIES AND EXCHANGE COMMISSION



AMENDMENT NO. 6 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.  ¨

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.  ¨

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.  ¨
 
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.
 
 
 

 
PRELIMINARY PROSPECTUS
Subject to completion, dated June _, 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

 
 

 
 
TABLE OF CONTENTS

   
PAGE
Prospectus Summary
 
4
Summary Financials
 
5
Risk Factors
 
6
Use of Proceeds
 
9
Determination of Offering Price
 
9
Dilution
 
9
Selling Shareholders
 
9
Plan of Distribution
 
12
Description of Securities to be Registered
 
13
Interests of Named Experts and Counsel
 
13
Description of Business
 
14
Description of Property
 
16
Legal Proceedings
 
16
Market for Common Equity and Related Stockholder Matters
 
16
Index to Financial Statements
   
Management Discussion and Analysis of Financial Condition and Financial Results
 
18
Plan of Operations
 
18
Executive Compensation
 
21
Security Ownership of Certain Beneficial Owners and Management
 
22
Transactions with Related Persons, Promoters and Certain Control Persons
 
22
 
 
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.
   
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 June 15, 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 June 15, 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 nine months ended March 31, 2010. 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
March  31, 2010
(unaudited)
   
For the Period 
from Inception 
(May 8, 2009)
through
June 30, 2009
(audited)
 
STATEMENT OF OPERATIONS
           
             
Revenues
    -     $ -  
Total Operating Expenses
    66,121       38,846  
Professional & Consulting Fees
    60,400       37,500  
General and Administrative Expenses
    5,721       1,346  
Net Loss
    (66,121 )     ( 38,846 )
 
   
AS OF 
MARCH  31,
2010
   
AS OF
JUNE 30, 2009
 
BALANCE SHEET DATA
           
             
Cash
    22       4,729  
Total Assets
    22       4,729  
Total Liabilities
    5,033       3,575  
Stockholders’ Equity
    (5,011 )     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. Due to the significant downturn in the real estate market and our lack of operating history we may be unable to secure properties for our management services.. Additionally, because of the large downturn in the economy and an oversupply in the number of vacant properties we may be unable to manage properties with the possibility of positive earnings.  These factors may make it difficult to implement our business plan and may lead to the company ceasing operations.
  
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 manage properties in the future. 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 $66,121 for the period from inception through March 31, 2010. We cannot give you any assurance that we will experience any positive revenues for the foreseeable future.

OUR PROPERTY MANAGEMENT BUSINESS IS SUSCEPTIBLE TO FLUCTUATION IN THE REAL ESTATE MARKET AND MAY BE MORE COSTLY THAN ANTICIPATED.

Our business depends substantially on the conditions of the real estate market. Demand for real estate has grown rapidly in the past decade but such growth is often accompanied by volatility in market conditions and fluctuations in real estate prices. For example, following a period of rising real estate prices and transaction volumes in most major cities from 2003 to 2007, the industry experienced a downturn in 2008, with transaction volumes in many major cities declining significantly compared to 2007. Fluctuations in the real estate market may negatively impact the spreads and the ability to find quality assets that provide returns that we seek. Any properties we enter management agreements with may not generate immediate positive cash flow for us because of volatility in the real estate market. There can be no assurance that any properties we potentially manage will generate positive cash flow.
 
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.
 
6

 
WE HAVE NO ENFORCEABLE AGREEMENT WITH MR. DRESLIN TO PROVIDE FUNDING IN THE FUTURE.

Mr. David Dreslin, our President and Director will cover any cash shortfalls of the Company in the future.  We do not hacve an enforceable agreement with Mr. Dreslin to cover cash shortfalls.  If Mr. Dreslin fails to cover any cash shortfalls in the future the company may cease operations.
 
WE DO NOT CURRENTLY MANAGE 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.  

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.
 
7

 
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. 

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.
 
8

 
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. 


Item 4.  Use of Proceeds


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.


Item 6. Dilution


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 75,000 shares issued to our legal counsel for service rendered.
 
9

 
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 June 15, 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. 

Name
 
Shares
Beneficially
Owned Prior To
Offering
   
Shares to
be Offered
   
Amount Beneficially
Owned After
Offering
   
Percent
Beneficially
Owned
After Offering
 
                         
David Dreslin (1)
    60,003,000       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 Tampa Bay FBO Edward G. Mass, Jr.(11)
    6,003,000       75,000       5,925,000       7.6 %
                                 
Donna Dreslin (1)
    60,003,000       3,000       59,925,000       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)
    6,000       3,000       0       0 %
                                 
Claudia Gorman(4)
    6,000       3,000       0       0 %
                                 
David Strenkoski
    3,000       3,000       0       0 %
                                 
Lavin Dos Santos
    3,000       3,000       0       0 %
                                 
Ed Mass, Jr.(11)
    6,003,000       3,000       5,925,000       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)
    6,000       3,000       0       0 %
                                 
Robin Adams(5)
    6,000       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 %
                                 
Zhang Miao
   
18,000
     
18,000
     
0
     
0
%
                                 
Gang Xu
   
15,000
     
15,000
     
0
     
0
%
                                 
Gregory Busch(7)
   
60,000
     
30,000
     
0
     
0
%
                                 
Barbara Ann Busch(7)
   
60,000
     
30,000
     
0
     
0
%
                                 
Robert E. Dudenhoefer, Jr.(8)
   
6,000
     
3,000
     
0
     
0
%
                                 
Angela M. Dudenhoefer(8)
   
6,000
     
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(10)
   
6,000
     
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)
   
6,000
     
3,000
     
0
     
0
%
                                 
Monique Caldwell(9)
   
6,000
     
3,000
     
0
     
0
%
                                 
Virginia Rheintgen(10)
   
6,000
     
3,000
     
0
     
0
%
                                 
Anslow & Jaclin, LLP (3)
   
75,000
     
75,000
     
0
     
0
%
 
10

 
(1) David Dreslin is our founder, president and sole director. David Dreslin and Donna Dreslin are husband and wife and as such have beneficial ownership of the shares held by each other. David Dreslin and David Dreslin II are related as father and son.  David Dreslin II is not a minor child and David Dreslin and David Dreslin II reside at separate addresses, as such they have no beneficial ownership over the shares owned by each other.
(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 related as father and son. Robert Christian, Jr. is not a minor child, Robert Christian, Sr. and Robert Christian, Jr. reside at separate addresses, as such they have no beneficial ownership over the shares owne 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.
(10) Robert Rheintgen and Virginia Rheintgen are husband and wife and as such have beneficial ownership of the shares held by each other.
(11) Edward G. Mass, Jr., acting alone, has voting and dispositive power over the shares owned beneficially by Entrust of Tampa Bay FBO Edward G. Mass, Jr.
 
11

 
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
-
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,

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 

 
12

 
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

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.

 
13

 
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. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.
 
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 managing income producing commercial and residential real estate properties.  We intend to manage properties and lease them to long-term tenants.  We will operate the properties as the property manager and work toward improving 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.

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.
 
14

 
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 .
 
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 
 
We do not currently manage any properties and therefore the competition describe below is a form of competition that may occur.
 
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 may 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 )
 
15

  
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 June 15, 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.
 
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.
 
 
16

 
 
GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Balance Sheets

   
March 31,
   
June 30,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
             
CURRENT ASSETS
           
    $ 22     $ 4,729  
Cash
               
Total Current Assets
    22       4,729  
                 
TOTAL ASSETS
  $ 22     $ 4,729  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Accounts Payable and Accrued Expenses
    3,033       -  
Loans From Shareholder
    2,000       3,575  
                 
Total Current Liabilities
    5,033       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
               
oustanding, respectively.
    783       720  
Stock Subscription Receivable
    -       (200 )
Additional paid-in capital
    60,327       39,480  
Deficit accumulated during the development stage
    (66,121 )     (38,846 )
                 
Total Stockholders' Equity (Deficit)
    (5,011 )     1,154  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 22     $ 4,729  

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

 
F-1

 

(A Development Stage Company)
Statements of Operations
From Inception through March 31, 2010

               
From Inception
 
   
Three Months
   
Nine Months
   
on May 8,
 
   
Ended
   
Ended
   
2009 Through
 
   
March 31,
   
March 31,
   
March 31,
 
   
2010
   
2010
   
2010
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                   
REVENUES
  $ -     $ -     $ -  
                         
OPERATING EXPENSES
                       
                         
Consulting Fees - Related Party
    -       11,900       25,900  
Consulting Fees
    -       7,000       17,000  
Professional Fees
    2,000       4,000       17,500  
General and administrative
    1,258       4,375       5,721  
                         
Total Operating Expenses
    3,258       27,275       66,121  
                         
INCOME (LOSS) FROM OPERATIONS
    (3,258 )     (27,275 )     (66,121 )
                         
OTHER EXPENSES
                       
                         
Other income
    -       -       -  
                         
INCOME (LOSS) BEFORE INCOME TAXES
    (3,258 )     (27,275 )     (66,121 )
                         
Income tax expense
    -       -       -  
                         
NET INCOME (LOSS)
  $ (3,258 )   $ (27,275 )   $ (66,121 )
                         
BASIC INCOME (LOSS) PER COMMON SHARE
  $ (0.000 )   $ (0.000 )        
                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
    78,273,000       74,873,923          

The accompanying notes are an integral part of these financial statements

 
F-2

 

(A Development Stage Company)
Statements 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
    -     $ -       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  through March 31, 2010
                                                    (27,275 )     (27,275 )
                                                                 
Balance, March 31, 2010
    -     $ -       78,273,000     $ 783     $ -     $ 60,327     $ (66,121 )   $ (5,011 )

The accompanying notes are an integral part of these financial statements
 
F-3

 
(A Development Stage Company)
Statements of Cash Flows

         
From Inception
 
   
July 1,
   
on May 8,
 
   
2009 Through
   
2009 Through
 
   
March 31,
   
March 31,
 
   
2010
   
2010
 
   
(Unaudited)
   
(Unaudited)
 
OPERATING ACTIVITIES
           
             
Net loss
  $ (27,275 )   $ (66,121 )
Adjustments to reconcile net loss to
               
net cash used by operating activities:
               
Common stock issued for legal services
    250       250  
(Decrease) increase In accounts payable
    1,033       1,033  
(Decrease) increase In accrued expenses
    (1,575 )     2,000  
(Decrease) increase In loans from shareholders
    2,000       2,000  
Net Cash Used in
               
Operating Activities
    (25,567 )     (60,838 )
                 
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
    (4,707 )     22  
                 
CASH AT BEGINNING OF PERIOD
    4,729       -  
                 
CASH AT END OF PERIOD
  $ 22     $ 22  
                 
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 March 31, 2010

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.

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.

Revenue Recognition
Revenues and related expenses from rendering property management services are recognized when services are completed and billed.  In some situations, we may receive advance payments from our customers.  The Company will defer revenue associated with these advance payments until it has completed the contracted services.

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of March 31, 2010.

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 March 31, 2010 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 March 31, 2010.
 
F-5

 
GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Notes to Financial Statements
From Inception Through March 31, 2010
 
1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
   
For the Three
Months Ended
March 31, 2010
   
For the Nine
Months Ended
March 31, 2010
 
             
Net (Loss)
  $ (3,258 )   $ (27,275