Cosmos Holdings Inc. - FORM 10-K

Attached files

file	filename
EX-31.2 - EXHIBIT 31.2 - Cosmos Holdings Inc.	v326475_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - Cosmos Holdings Inc.	v326475_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Cosmos Holdings Inc.	v326475_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Cosmos Holdings Inc.	v326475_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended July 31, 2012

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

	For the transition period from _________ to ________

	Commission file number: 333-162597

PRIME ESTATES AND DEVELOPMENTS, INC.

(Exact name of registrant as specified in its charter)

Nevada	27-0611758
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 South Wacker Drive, Suite 3100, Chicago, 60606, IL.	60606
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: (312) 674.4529

Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Name of each exchange on which registered
None	not applicable

Securities registered under Section 12(g) of the Exchange Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.001	not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes x No ¨

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ¨ No x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $2,639,184 as of October 26, 2012.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 24,905,532 as of October 10, 2012.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	2
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Submission of Matters to a Vote of Security Holders	7

PART II

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	13
Item 9A(T).	Controls and Procedures	13
Item 9B.	Other Information	14

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
Item 14.	Principal Accountant Fees and Services	19

PART IV

Item 15.	Exhibits, Financial Statement Schedules	20

PART I

Item 1. Business

Company Overview

Prime Estates and Developments, Inc. (“Prime Estates”, “The Company”, “we”, or “us”) was incorporated in the State of Nevada on July 21, 2009 for the purpose of acquiring and operating commercial real estate and real estate related assets. Our principal office is located at 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606. Telephone: 312.674.4529.

Our Business

We intend to acquire and operate commercial real estate and real estate related-assets in Greece, Bulgaria, Romania and the United States. We intend to focus on acquiring commercial properties such as those requiring development, redevelopment or repositioning, those located in markets and submarkets with what we believe to be high growth potential and those available from sellers who are distressed or face time-sensitive deadlines.

In addition, given current economic circumstances in the real estate industry, our investment strategy may also include investments in real estate-related assets that we believe present opportunities for significant current income. Such investments may also have what we believe to be opportunities for capital gain, whether as a result of a discount purchase or related equity participations.

We may acquire a wide variety of commercial properties, including office, industrial, retail, hospitality, recreation and leisure, single-tenant, multifamily and other real properties such as forests. These properties may be existing, income-producing properties, newly constructed properties or properties under development or construction and may include multifamily properties purchased for conversion into condominiums and single-tenant properties that may be converted for multifamily use.

Assuming we raise sufficient funding, our investment strategy is designed to provide investors with a diversified portfolio of real estate assets. Although we have reviewed the real estate markets in the countries in which we intend to acquire properties, we have no contract, agreement or commitment to acquire any property as of the date of this filing.

Specifically, we have taken the following steps in furtherance of our business plan:

We have enriched our knowledge in the real estate market in Greece, Bulgaria, Romania and the United States by studying the existing statistics on this market and by having extensive discussions with many experts of the market as follows:

Overall we have reviewed over 40 properties or development projects in two countries, the USA and Greece.

The types of properties we have reviewed are residential and commercial.

Overall we have met with many real estate agents in two countries, the USA and Greece.

We have contacted two appraisers, one in the U.S. and another one in Greece. The appraiser we contacted in Greece is able to make appraisals also in Bulgaria and in Romania. In his team he also includes other scientists such as architects, engineers, topographers and seismologists.

We have signed Consulting Agreements with consultants that will assist the company in Management, Public Relations, Investor Relations, Strategic Planning, Corporate organization & structure, estimation, due diligence, acquisition, development, renovation, sale, and management of Real Estate properties, locating proper Real Estate, management of Real Estate, and locating and introducing buyers for Real Estate that the company wishes to lease or sell.

In July 2010 we signed a Joint Venture Agreement with Madison Realty Advisors, LLC (“Madison”). Madison has extensive experience in the business of acquiring, financing, managing and selling commercial real estate properties for itself and third parties. Madison will actively seek commercial real estate properties for acquisition. In connection therewith, Madison will negotiate the acquisition, perform due diligence on the properties, arrange financing and close the properties. Then perform property management, asset management and be responsible for the ultimate disposition of the properties. All property acquisitions shall be subject to the approval of Prime.

In December 2010 we started to examine the possibility of adding forests, or signing joint venture agreements with companies or individuals that own management rights of forests, in order to take advantage of the economic benefits that can derive from these forests, including the so called “carbon credits”. A carbon credit is a generic term for any tradable certificate or permit representing the right to emit one ton of carbon dioxide or carbon dioxide equivalent. We could sell carbon credits that derive from forestry to commercial and individual customers who are interested in lowering their carbon footprint.

Our discussions with various individuals concerning these properties and projects has included general discussions of acquiring properties directly either ourselves or in a joint venture with others or of developing properties either ourselves or in a joint venture with others, as described above. As of the date of this filing, all such discussions have been general and we have no specific plan as to whether we will acquire or develop ourselves or jointly any specific properties or projects.

On February 17, 2011, we entered into an agreement with GreenEra, Ltd., a company formed under the laws of the Cyprus Republic, to acquire the rights of exploitation of a 60,000 hectares (approximately 150,000 acres) of forest land in Novo Aripuana, State of Amazonas, Brazil. The property can be developed and can probably produce carbon credits that when sold could produce profits. Any profits that will be gained from the development or the sale of the carbon credits will be shared 50-50 between PMLT and the owner of the forest land. The parties agree that:

Prime Estates will pay GreenEra $5,000 per month for approximately 34 years beginning in April 1, 2011.

Prime Estates will obtain financing sufficient to pay for all costs associated with obtaining the carbon credits, but not to exceed $1.2 million.

GreenEra will be the developer responsible for performing all actions necessary to obtain the credits.

GreenEra acquired the exclusive rights to develop and to obtain these carbon credits when it contracted with the landowner on December 28, 2009. Therefore, Prime Estates & Developments Inc. has inherited the rights and obligations of that agreement which stipulates, in part:

The landowner has the right to veto sales of any credits under $2.00.

If GreenEra is unable to receive a carbon credit certification until December 31, 2013, or cannot sell, convey, assign, lend or sublet, carbon credits or any other rights or products the contract is voided.

Our Directors, Mr. Panagiotis Drakopoulos and Mr. Vasileios Mavrogiannis, are also shareholders but not directors or officers of GreenEra Ltd.

Until the day of this filing there has been no other development concerning the agreement with GreenEra Ltd since there was not enough financing available to proceed with the development of the forest project.

In August 18, 2011, we signed a JV with Pelion Exclusive. Pelion Exclusive will actively seek and propose investment opportunities especially in the area of distressed residential and commercial real estate properties for merger and/or acquisition. Pelion Exclusive may also assist Prime in the financing and development of real estate projects. It may also perform property management, asset management and propose possible buyers for the ultimate disposition of the properties.

On December 1, 2011, we signed an MOU with Mr. Konstantinos Gogos and Mr. Anton Spaniol with a purpose to provide energy projects (solar parks) from their own portfolio or from third parties to Prime Estates. According to the MOU the specific project(s) and the amount of shares issued for its acquisition would be determined on a new contract if and when all parties would reach an agreement. On February 1, 2012 this MOU expired with no further development.

During the first three months of 2012, we had been involved in discussions with Mave Sa, a Greek logistics company that holds real estate assets, concerning a potential business combination. However, as of the date of this report, we have not entered into any formal oral or written memorandum of understanding, letter of intent or similar non-binding understanding and have not entered into any oral or written binding agreement, commitment or understanding concerning this potential business combination. There is no assurance that we will ever enter into any formal written memorandum of understanding, letter of intent or similar non-binding understanding or any formal binding agreement, commitment or understanding concerning this potential business combination.

On the 10^th of September 2012 we signed a non-binding Memorandum of Understanding (MOU) with a) Business Leasing & Management Corp, based in Cherry Hill, NJ, and b) Mainline Land Corp, LLC, based in Spring Valley, NY, hereinafter collectively referred to as BLMC/MLC.

The MOU is a preliminary agreement with purpose to conclude to a final agreement in which PMLT will acquire BLMC/MLC with shares of PMLT stock. The shares will be issued to BLMC/MLC owners according to secondary agreements that might follow. The parties will proceed to a final agreement only if all conditions will be agreed by both parties. If both parties do not agree on all conditions there will be no final contract and no obligations by any party.

Following the MOU, on September 25^th, 2012 we entered into a Share Contribution Agreement with certain shareholders of Mainline Land Co. LLC under which the Company acquires the shares of certain shareholders of Mainline Land Co. LLC (which shares represent 100% of Mainline Land Co., LLC) in exchange for 93,000,000 shares of the common stock of the Company valued at par value of $0.001 per share and to be distributed pro rata based upon the number of shares each Mainline Land Co. LLC shareholder contributes to the exchange.

Upon the closing, Mainline Land Co. LLC will become a wholly owned subsidiary of Prime Estates and thus acquire all the assets and operations of Mainline Land Co. LLC.

Mainline Land Co. LLC owns 100% of the stock of the following entities:

110 Green Street Apts LLC

Greentreee Mohegan LLC

Lynbrook Sunrise Realty LLC

Business Leasing and Management Corp.

The closing of the transaction shall be held at a date and time agreeable to all parties as soon as practical after the completion of due diligence and auditing.

Until the date of this filing the due diligence and the auditing of Mainline Land Co. LLC has not been done and we are not certain that there will be a closing agreement between the parties.

There is no limitation in the amount of funds we may invest in either property acquisition or property development. There is no limitation on or percentage allocation of funds or assets between property acquisition and property development or between 100% ownership or joint venture ownership.

Competition

We face significant competition both in acquiring properties, repositioning properties and in attracting renters. Our market area is highly competitive, and we will face direct competition from a significant number of real estate investors, many with a local, state-wide or regional presence and, in some cases, a national presence. Many of these investors are significantly larger and have greater financial resources than we do. We have significantly less capital, assets, revenues, employees and other resources than our local, regional and/or national and international competition.

We will compete based upon the following factors: We intend to blend best-in-class, sell-side fundamental research with an established quantitative construction process. The team’s systematic approach strives to add excess return while targeting volatility and tracking error to help control risk. The quantitative approach efficiently processes large volumes of information, analyzes complex interactions and removes behavioral biases from investment decisions. The research is provided by analysts that are selected by the team based on their quality of research, demonstrated record of success, breadth and consistency of coverage.

Intellectual Property

At present, we do not have any patents, trademarks, licenses, franchises, concessions, and royalty agreements, labor contracts or other proprietary interests.

Employees

We have no employees. The Company officers and directors are currently fulfilling their roles via consulting agreements.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Item 2. Properties

Besides our leased office space, we do not presently lease or own any real property.

We rent the following property as our U.S. corporate office:

•

Address: City/State/Zip: 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606

•

Name of Landlord: Regus

•

Term of Lease: One year commencing October 1, 2012

•

Monthly Rental: $249

•

Adequate for current needs: Yes

Item 3. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Company's shareholders during the year ended July 31, 2012.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the Over-The-Counter Market under the symbol “PMLT.”

Bid Information*

Quarter Ended	High		Low

October 31, 2010	$	1.50	$	0.25
January 31, 2011		1.01		0.45
April 30, 2011		1.01		0.30
July 31, 2011		1.09		0.21

October 31, 2011	$	1.20	$	0.22
January 31, 2012		0.75		0.10
April 30, 2012		0.51		0.25
July 31, 2012		0.39		0.08

* The quotation do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock should our stock ever be traded on a public market. Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

As of July 31, 2012, we had 24,709,282 shares of our common stock issued and outstanding, held by approximately 75 persons.

Dividends

We have not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans.

Item 6. Selected Financial Data

A smaller reporting company is not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Plan of Operation in the Next Twelve Months

Our activities currently consist of website creation, and establishing additional cooperation agreements with real estate agents to establish the flow of real estate opportunities. We do not intend to activate a website until we acquire properties and do not intend to put investor info on the site once activated. We have not completed any closings that would result in revenue to date and there can be no assurances that any future closings will result in revenue.

Specifically, our plan of operations for the next 12 months is as follows:

From today until the end of 2012 we plan to raise additional funds in order to be able to cover our operational expenses and have the needed financing to acquire our first pieces of real estate. We believe that the proceeds raised in our prior Private Placements will satisfy our cash requirements only until we finish our efforts for additional financing at the end of 2012. If we will not be able to raise any additional funds by the end of 2012 we do not anticipate having the ability to continue our operations. We may need to obtain debt financing to implement our business plan. However, we initially contemplate pursuing equity financing only to cover our expenses and finance our first acquisitions of real estate properties. Of course, there is no assurance that we will be able to raise any future capital in any amount and if we fail to do so investors could lose their entire investment. We estimate the cost of this equity financing if we are able to secure it to be about $6,000, primarily legal and accounting costs and filing fees associated with such an offering.

By the end of 2012 we also plan to focus our efforts in order to locate the proper properties for acquisition and do a full estimation and due diligence on them. We also plan to collaborate with existing real estate agents in order to be able to locate more properties and receive offers from properties that are getting sold at opportunistic prices. We also plan to create collaborations with freelancers who will have specific experience and knowledge in certain specialized real estate areas such as appraisers, engineers, archeologists, etc. The freelancers will be used in case by case scenario whenever there is a need for their specialty. We wish to create such collaborations with freelancers in order to have accurate real estate estimations and development plans, and in order to have these services at discount prices. The cost that we estimate to have in order to locate the freelancers will be about $2,000.

In addition, by the end of November 2012, we will try to complete and close a deal for the acquisition of Mainline Land Co. LLC, a company that we have signed an agreement with. Mainline Land Co. LLC is the owner of significant real estate assets. In case that we will not manage to conclude to a final agreement with the owners of Mainline, then we will try to locate other real estate opportunities that can be acquired using our stock.

Moreover, by the end of 2012 we believe that we will be able to locate enough real estate opportunities and do a full estimation and due diligence on them so that we will be able to take our first decision to acquire our first property. We estimate that the cost in order to locate a property at an opportunistic price and the cost of the needed due diligence for the first property will be about $3,000.

By the end of 2012, or the first quarter of 2013, we believe that we will be able to close our first deal, do the necessary paperwork and therefore acquire our first property. Moreover, in order to have a diversified portfolio of properties we plan to locate and acquire at least three more properties. Among the properties that we intend to buy are those that generate or will within a period of three months generate income from rent. Overall we plan to spend about 80% of the capital that we will have raised in order to acquire real estate properties in the next twelve months. Assuming that we will manage to raise about $10,000,000 until the end of 2012, we will invest about $8,000,000 in real estate assets. Specifically, we plan to invest a portion of these funds, no more than $1,200,000, in order to possibly develop the forest that we have acquired its rights in the Amazonas, Brazil. Moreover, we plan to invest up to 5% of our raised funds in more liquid types of assets such as real estate related securities, primarily such as bonds backed by real estate. We plan to keep the rest of our funds in cash. We estimate that the rest of our cash position will be enough to cover all operational expenses of the company at least until the end of the first quarter of 2013.

As soon as we succeed with the above-mentioned targets we intend to continue our business with more efforts to raise additional funds in order to be able to acquire more real estate assets.

Significant Equipment

We do not intend to purchase any significant equipment for the next twelve months.

Employees

We do not have plans to change the number of our employees during the next twelve months.

Results of Operations for the year ended July 31, 2012 versus 2011

We have not earned any revenues since our inception on July 21, 2009 aside from a de minimus amount of interest income. We do not anticipate earning revenues until such a time that we will be able to close our first real estate transaction.

We incurred operating expenses in the amount of $326,860 for the year ended July 31, 2012 versus $168,410 for the same period in 2011. Much of these costs are non-cash ($87,900 in non-cash compensation for the year ended July 31, 2012 versus $63,200 for the same period in 2011). The increase in operating expenses is mostly due accrual of directors’ salaries and GreenEra costs which did not exist in the previous year for the entire period.

Interest expense is $3,729 for the year ended July 31, 2012 versus $835 for the same period in 2011. This is due to increases in debt owed to related parties upon which we impute interest.

We anticipate our operating expenses will increase as we more fully implement our business plan. The increase will be attributable to expenses to operating our business, and the professional fees to be incurred in connection with our reporting obligations as a public company as our business activity increases.

Liquidity and Capital Resources

We will need to secure a minimum of $150,000 in funds to finance our business in the next 12 months, in addition to the funds which will be used to stay public, which funds will be used as set forth below. However in order to become profitable we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from management as described below. We plan to acquire real estate assets or companies that own real estate assets and could offer liquidity to our company but until the date of this filing we have not completed any such transaction and we are not sure that there will ever close such an acquisition. We are also involved in preliminary discussions concerning joint venture or similar agreements to become involved in solar parks in Europe but we are not sure if we will ever conclude to a closing agreement with these parties. Our independent auditor’s report expresses substantial doubt about our ability to continue as a going concern. At July 31, 2012, we had only $40 in cash in our bank account. We anticipate our monthly burn rate for the next 12 months to be approximately $17,000 per month, including the maximum estimated $50,000 costs of staying public as described herein.

Until we generate operating revenues or receive other financing, all our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with staying public, estimated to be less than $ 50,000 annually, will be funded as a loan from our officers and directors with no interest, to the extent that funds are available to do so. Our Officers and Directors are not obligated to provide these or any other funds although they have indicated that they currently intend to do so and that they have sufficient liquid assets to meet all of these anticipated future obligations if we do not generate operating revenues or secure other funding. There is no dollar limit to the amount they have agreed to provide. For the twelve months ended July 31, 2012, our directors loaned the Company $20,266.

Additionally, since our inception, we have raised $196,229 for operations through the sale of our stock under transactions exempt from registration under Regulation S.

If we fail to meet these requirements, we may lose the qualification and our securities would no longer trade on the Over The Counter Market that we trade. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.

Off Balance Sheet Arrangements

As of July 31, 2012, there were no off balance sheet arrangements.

Going Concern

Our financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have had no operating revenues and have generated no operations.

In order to continue as a going concern and achieve a profitable level of operation, we will need, among other things, additional capital resources and to develop a consistent source of revenues. Management's plans include seeking capital to acquire operating real estate that should provide cash flows from operations.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish our goals and eventually attain profitable operations. The accompanying financial statements in this report do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Recently Issued Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our financial statements.

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In September 2006, the FASB issued ASC (Accounting Standards Codification) 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. ASC 820 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. ASC 820 is effective for fiscal years beginning after November 15, 2007.

ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

·	Level 1. Observable inputs such as quoted market prices in active markets.
·	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly:, and
·	Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

At July 31, 2012 and 2011, we had no assets or liabilities measured at fair value on a non-recurring basis.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

See the financial statements annexed to this annual report.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

•

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions;

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and

•

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of July 31, 2012, as the result of a material weakness. The material weakness results from significant deficiencies in internal control that collectively constitute a material weakness.

A significant deficiency is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting. We had the following significant deficiencies at July 31, 2012:

·	We have only one consultant to oversee bank reconciliations, posting payables, and so forth, so there are no checks and balances on internal controls.

Remediation of Material Weakness

We are unable to remedy the material weakness in our internal controls until we are able to hire additional employees, so that we may then introduce checks and balances on internal controls.

Limitations on the Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following information sets forth the name of our sole executive officers and directors and their ages as of July 31, 2012 and their present positions.

Name	Age	Position Held with the Company
Panagiotis Drakopoulos	40	Chief Executive Officer and Board Chairman
Vasileios Mavrogiannis	40	Chief Financial Officer and Director

Set forth below is a brief description of the background and business experience of our executive officers and directors.

Vasileios Mavrogiannis

Vasileios Mavrogiannis joined us as Treasurer and Director upon formation. Since June 2006, he has been Director and Vice-President of Dynamic Investments Ltd., a business consulting firm. Prior to June 2006, he was unemployed.

Panagiotis Drakopoulos

Panagiotis Drakopoulos joined us as Secretary and Director upon formation. Since June 2006, he has been Director and President of Dynamic Investments Ltd., a business consulting firm. From June 2006 to July 2009 he was also Director of Sea Star Shipping SA, involved in the management of ships. Prior to June 2006, he was unemployed.

Directors

Our bylaws authorize no less than one (1) and more than nine (9) directors. As of July 31, 2012, we had two directors: Vasileios Mavrogiannis and Panagiotis Drakopoulos.

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.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

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,

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,

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

Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Audit Committee

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee, including approving the selection of our independent accountants.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended July 31, 2012, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended July 31, 2012:

Name and principal position	Number of late reports	Transactions not timely reported	Known failures to file a required form
Panagiotis Drakopoulos, Chief Executive Officer and Board Chairman	-	-	-
Vasileios Mavrogiannis, Chief Financial Officer and Director	-	-	-

Code of Ethics

As of July 31, 2012, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Item 11. Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal year ended July 31, 2012 and 2011.

SUMMARY COMPENSATION TABLE
Name	YE 7/31	Salary($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Vasileios Mavrogiannis	2012	60,000	-	-	-	-	-	-	60,000
	2011	20,000	-	-	-	-	-	-	20,000

Panagiotis Drakopoulos	2011	60,000	-	-	-	-	-	-	60,000
	2011	20,000	-	-	-	-	-	-	20,000

Mr. Drakopoulos is the Chief Executive Officer and Board Chairman

Mr. Mavrogiannis is the Chief Financial Officer and a Director

Narrative Disclosure to the Summary Compensation Table

On April 1, 2011, we entered into arrangements with Messrs. Mavrogiannis and Drakopoulos to provide compensation in the amount of $5,000 per month. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

Messrs. Mavrogiannis and Drakopoulos accrued $60,000 in compensation costs each for the year ended July 31, 2012, but each has only been paid $5,000 of that amount. The $55,000 remainder is unpaid and included in “Accrued Expenses – Related Party” in the financial statements filed with this report on Form 10-K.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of July 31, 2012.

OUTSTANDING EQUITY AWARDS AT YEAR END

	Number of Securities Underlying Unexercised Options (#)		Option Exercise	Option Expiration	Option Expiration	No. of Shares or Units of Stock that Have Not	Market Value of Shares or Units of Stock that Have Not	Market Value of Shares or Units of Stock that Have Not	Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have
Name	Exercisable	Unexercisable	Price ($)	Date	Date	Vested (#)	Vested ($)	Vested ($)	Not Vested
Vasileios Mavrogiannis	-	-	-	-	-	-	-	-	-
Panagiotis Drakopoulos	-	-	-	-	-	-	-	-	-

Stock Option Grants

We have not granted any stock options to the executive officers or directors since our inception.

Director Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our director for all services rendered in all capacities to us for the fiscal years ended July 31, 2012 and 2011.

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Vasileios Mavrogiannis		0		0		0		0		0		0		0
Panagiotis Drakopoulos		0		0		0		0		0		0		0

Narrative Disclosure to the Director Compensation Table

We have not reimbursed our directors for expenses incurred in connection with attending board meetings nor have we paid any directors fees or other cash compensation for services rendered as a director for the period from inception (July 21, 2009) to July 31, 2012.

We have no formal plan for compensating our directors for their services in their capacity as directors. In the future we may grant options to our directors to purchase shares of common stock as determined by our Board of Directors or a compensation committee that may be established.

Stock Option Plans

We did not have a stock option plan as of July 31, 2012.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of July 31, 2011, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 24,709,282 shares of common stock issued and outstanding as of July 31, 2012.

Name and Address of Beneficial Owners of Common Stock¹	Title of Class	Amount and Nature of Beneficial Ownership	% of Common Stock²
Vasileios Mavrogiannis 200 South Wacker Drive, Suite 3100, Chicago, 60606, IL.	Common Stock	6,316,666	25.6%
Panagiotis Drakopoulos 200 South Wacker Drive, Suite 3100, Chicago, 60606, IL.	Common Stock	6,316,667	25.6%
DIRECTORS AND OFFICERS – TOTAL		12,633,333	51.1%

5% SHAREHOLDERS
Dynamic Investments, Ltd.	Common Stock	4,431,561	17.9%
Total of 5% shareholders		4,431,561	17.9%

Messrs. Mavrogiannis and Drakopoulos are officers and directors of Dynamic Investments, Ltd. Therefore they control the 4,431,561-share voting block above referenced. Attributing these shares to Messrs. Mavrogiannis and Drakopoulos gives them a voting block of 17,064,894 shares, or 69.1% of the issued and outstanding common stock of the Company at July 31, 2012.

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.

Item 13. Certain Relationships and Related Transactions, and Director Independence

On the date of our inception, we issued 20 million shares of our common stock to our three officers and directors which were recorded at no value (offsetting increases and decreases in Common Stock and Additional Paid in Capital).

For the period from inception (July 21, 2009) through July 31, 2012 certain shareholders made cash contributions and paid expenses on behalf of the company totaling $20,266. This contribution is not evidenced by a promissory note and bears no interest. During the years ended July 31, 2012 and 2011, we imputed $3,729 and $835, respectively, charging income with that amount and increasing Additional Paid in Capital.

At July 31, 2012, we owed $80,000 to GreenEra, Ltd., a company in which our directors, Messrs. Panagiotis Drakopoulos and Vasileios Mavrogiannis are shareholders. Additionally, we owed our two officers, Messrs. Drakopoulos and Mavrogiannis unpaid salaries of $55,000 each.

We believe that all related party transactions were on terms at least as favorable as we would have secured in arm’s-length transactions with third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

Item 14. Principal Accounting Fees and Services

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the

Year Ended July 31,

Audit Services

Audit Related Fees

Tax Fees

Other Fees

2012

9,450

2011

9,100

PART IV

Item 15. Exhibits, Financial Statements Schedules

Index to Financial Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:
F-1	Report of Independent Registered Public Accounting Firm

F-2	Consolidated Balance Sheets as of July 31, 2012 and 2011;

F-3	Statements of Operations for the year ended July 31, 2012 and 2011, and the periods from inception (July 21, 2009) to July 31, 2012;

F-4	Statement of Stockholders’ Deficit for period from inception to July 31, 2012;

F-5	Statements of Cash Flows for the year ended July 31, 2012 and 2011, and the periods from inception (July 21, 2009) to July 31, 2012;

F-6	Notes to Financial Statements

Exhibit No.	Description
3.1	Articles of Incorporation, as amended⁽¹⁾

3.2	Bylaws, as amended⁽¹⁾

31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1 Incorporated by reference to the Registration Statement on Form S-1 filed on October 20, 2009.

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Prime Estates and Developments, Inc.

By:

/s/ Panagiotis Drakopoulos

Panagiotis Drakopoulos

Chief Executive Officer and Board Chairman

October 26, 2012

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By:

Vasileios Mavrogiannis

Chief Financial Officer and Director

October 26, 2012

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Prime Estates and Developments, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of Prime Estates and Developments, Inc.(A Development Stage Company) as of July 31, 2012 and 2011 and the related statements of operations, changes in shareholders' equity (deficit) and cash flows for the periods then ended and from inception (July 21, 2009) through July 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 Prime Estates and Developments, Inc. as of July 31, 2012 and 2011, and the results of its operations and cash flows for the periods described above 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 3 to the financial statement, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

October 26, 2012

PRIME ESTATES AND DEVELOPMENTS, INC.

(A Development Stage Company)

Balance Sheets

	07/31/12			07/31/11
ASSETS
Cash and equivalents	$	40		$	15,238
Prepaid expenses		-			-
Total current assets		40			15,238

TOTAL ASSETS		40			15,238

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,896		$	-
Salaries payable		110,000			-
Notes payable, related party		100,266			20,000

TOTAL CURRENT LIABILITIES		213,162			20,000

SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $0.001, authorized 100 million shares, none issued and outstanding at 10/31/09.		-			-
Common stock, par value $0.001, authorized 200 million, 24,709,282 and 24,514,282 issued and outstanding at July 31, 2012 and 2011, respectively.		24,709			24,514
Additional paid-in capital		4,048,332			3,932,798
Common stock payable		6,500			-
Deficit accumulated during the development phase		(4,292,663	)		(3,962,074	)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)		(213,122	)		(4,762	)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	40		$	15,238

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

PRIME ESTATES AND DEVELOPMENTS, INC.

(A Development Stage Company)

Statements of Operations

	Year Ended July 31,						From Inception (7/21/09) to
	2012			2011			July 31, 2012
Interest income	$	-		$	-		$	52

General and administrative expenses		326,860			168,410			4,287,199
Imputed interest expense - related parties		3,729			835			5,516

Net operating loss		(330,589	)		(169,245	)		(4,292,663	)

NET LOSS	$	(330,589	)	$	(169,245	)	$	(4,292,663	)

Net loss per share, basic and fully diluted	$	(0.01	)	$	(0.01	)
Weighted average number of shares outstanding		24,669,044			24,436,238

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

PRIME ESTATES AND DEVELOPMENTS, INC.

(A Development Stage Company)

Statements of Shareholders' Equity (Deficit)

			Common Stock, Par Value $0.001				Additional Paid In			Common Stock		Develop. Stage			Total Shareholders'
	Date		Shares		Amount		Capital			Payable		Deficit			Deficit

Balances at inception				-		-		-					-			-
Founders' shares		07/31/09		20,000,000	$	20,000	$	(20,000	)	$	-	$	-		$	-
Net loss, 7/21/09 to 7/31/09													(4,600	)		(4,600	)
Balances, 7/31/09				20,000,000		20,000		(20,000	)		-		(4,600	)		(4,600	)

Shares issued for:
Services		08/04/09		101,960		102		10,094								10,196
Cash		09/15/09		392,000		392		38,808								39,200
		02/03/10		15,000		15		14,985								15,000

Imputed interest on related-party debt								952								952
Shares issued for services		06/16/10		3,710,000		3,710		3,706,290								3,710,000
Net loss, year ended 7/31/10													(3,788,229	)		(3,788,229	)

Balances, 7/31/10				24,218,960		24,219		3,751,129			-		(3,792,829	)		(17,481	)

PRIME ESTATES AND DEVELOPMENTS, INC.

(A Development Stage Company)

Statements of Shareholders' Equity (Deficit)

(Continued)

		Common Stock, Par Value $0.001				Additional Paid In		Common Stock		Develop. Stage			Total Shareholders'
	Date	Shares		Amount		Capital		Payable		Deficit			Deficit

Shares issued for:
Services	04/28/11		80,000		80		63,120		00		00			63,200
Cash	10/30/10		56,322		56		22,473							22,529
	03/16/11		10,000		10		5,990							6,000
	03/18/11		100,000		100		59,900							60,000
	03/31/11		14,000		14		8,386							8,400
	04/01/11		35,000		35		20,965							21,000
Imputed interest on related-party debt							835							835
Net loss, year ended 7/31/11											(169,245	)		(169,245	)

Balances, 7/31/11			24,514,282		24,514		3,932,798		-		(3,962,074	)		(4,762	)

PRIME ESTATES AND DEVELOPMENTS, INC.

(A Development Stage Company)

Statements of Shareholders' Equity (Deficit)

(Continued)

			Common Stock, Par Value $0.001				Additional Paid In		Common Stock		Develop. Stage			Total Shareholders'
	Date		Shares		Amount		Capital		Payable		Deficit			Deficit

Shares issued for:
Services		08/12/11		100,000		100		59,900							60,000
		12/08/11		46,500		47		27,854							27,900

Cash		10/31/11		23,500		24		14,077							14,100
		03/06/12		25,000		25		9,975							10,000

Cash received for stock payable										6,500					6,500
Imputed interest on related-party debt								3,729							3,729
Net loss, year ended 7/31/12												(330,589	)		(330,589	)

Balances, 7/31/12				24,709,282	$	24,709	$	4,048,332	$	6,500	$	(4,292,663	)	$	(213,122	)

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

PRIME ESTATES AND DEVELOPMENTS, INC.

(A Development Stage Company)

Statements of Cash Flows

	Year Ended July 31,						From Inception (7/21/09) to
	2012			2011			July 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(330,589	)	$	(169,245	)	$	(4,292,663	)

Adjustments to reconcile net loss with cash used in operations:
Stock based compensation		87,900			63,200			3,871,296
Imputed interest		3,729			835			5,516

Change in operating assets and liabilities:
Salaries payable		110,000			-			110,000
Accounts payable and accrued expenses		2,896			(2,079	)		2,896
Accrued expenses, related-party		60,000			20,000			80,000

Net cash used in operating activities		(66,064	)		(87,289	)		(222,955	)

CASH FLOWS FROM INVESTING ACTIVITIES
		-			-			-
Net cash provided by / used in investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party note payable		20,266			1,650			37,788
Principal payments on related-party note payable		-			(17,522	)		(17,522	)
Proceeds from the sale of common stock		24,100			117,929			196,229
Proceeds from stock payable		6,500			-			6,500

Net cash provided by financing activities		50,866			102,057			222,995

NET INCREASE / (DECREASE) IN CASH		(15,198	)		14,768			40

Cash at beginning of period		15,238			470			-
Cash at end of period	$	40		$	15,238		$	40

SUPPLEMENTAL DISCLOSURES
Cash paid for interest		-			-			-
Cash paid for income taxes		-			-			-

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

PRIME ESTATES AND DEVELOPMENTS, INC.

(A Development Stage Company)

Notes to Financial Statements

July 31, 2012 and 2011

NOTE 1 – NATURE OF ORGANIZATION

Business and Organization

Prime Estates and Developments, Inc. (“Prime Estates”, “The Company”, “we”, or “us”) was incorporated in the State of Nevada on July 21, 2009 for the purpose of acquiring and operating commercial real estate and real estate related assets. On the date of its inception, the Company issued 20 million shares of its common stock to three founders which were recorded at no value (offsetting increases and decreases in Common Stock and Additional Paid in Capital).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company follows accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents. There are no cash equivalents at July 31, 2012 nor 2011.

Revenue Recognition

We plan to recognize revenues from real estate sales under the full accrual method which requires that revenues be recognized when the sale is consummated; when the initial and continuing investments by the buyer in the property are sufficient; All the risks and rewards of ownership reside with buyer; There is no continuing duty or involvement by the seller post-sale (after closing); and, There is no future subordination of any buyer receivable (seller financing cases). The Company may also earn rental income and management fees. The fees are recognized as they are earned.

Basic and Diluted Net Loss Per Share

The Company follows ASC No. 260, “Earnings Per Share” (ASC No. 260) that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC No. 260, any anti-dilutive effects on net earnings (loss) per share are excluded. For the periods ended July 31, 2012 and 2011, there were no common stock equivalents.

As of the year ended July 31, 2012 and 2011, there were no potentially dilutive securities outstanding.

Fair Value of Financial Instruments

Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of July 31, 2012. The Company’s financial instruments consist of cash, accounts payable and notes payable to a related party. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets likely.

Recent Accounting Pronouncements

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has not generated cash flows from operations.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and developing a consistent source of operating revenues. Management's plans include seeking financing to acquire productive real estate properties.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – CAPITAL STRUCTURE

Common Stock

The Company is authorized to issue 200 million common shares and had issued 24,218,960 as of July 31, 2010 and 24,709,282 as of July 31, 2012 for a two-year increase of 490,322 shares comprised of the following equity transactions.

On April 28, 2011, we issued 80,000 shares of common stock to a consultant for services. We valued the shares at the closing price on the grant date ($0.79 per share) and charged general and administrative expenses with $63,200.

During the year ended July 31, 2011, we entered into the following private placements for cash:

Date		Price Per Share		No. of Shares		Proceeds

	10/30/10	$	0.40		56,322	$	22,529
	03/16/11		0.60		10,000		6,000
	03/18/11		0.60		100,000		60,000
	03/31/11		0.60		14,000		8,400
	04/01/11		0.60		35,000		21,000

	Totals				215,322	$	117,929

During the year ended July 31, 2012, we entered into the following private placements for cash:

Date		Price Per Share		No. of Shares		Proceeds

	10/31/11	$	0.60		23,500	$	14,100
	03/06/12		0.40		25,000		10,000

	Totals				48,500	$	24,100

On August 12, 2011, we issued 100,000 shares to a law firm for one year of legal services pertaining to our Exchange Act filings. We valued the shares at the closing price of $0.60 per share on the grant date and charged general and administrative expenses with $60,000.

On August 18, 2011, we entered into an agreement with a consulting firm to propose investment opportunities in the area of distressed residential and commercial real estate. We issued 46,500 shares of common stock, valuing them at the fair value at the grant date. We charged general and administrative expense with $27,900.

Other Equity Transactions

During the years ended July 31, 2012 and 2011, we increased Additional Paid in Capital by $3,729 and $835, respectively, by imputing interest on outstanding related-party loans.

In May, 2012, we received $6,500 in cash for 16,250 shares. As of July 31, 2012, we had not issued the shares. The $6,500 is included in “Common stock payable” on the balance sheet as of July 31, 2012.

Preferred Stock

The Company is authorized to issue 100 million shares of preferred stock which has preferential liquidation rights over common stock and is non-voting. As of July 31, 2012, no shares have been issued.

Potentially Dilutive Securities

No options, warrants or other potentially dilutive securities have been issued as of July 31, 2012.

NOTE 5 – INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the periods ended July 31, 2012 and 2011 due to the following:

	2012			2011
Net operating loss carryforwards	$	164,333		$	62,537
Valuation allowance		(164,333	)		(62,537	)
	$	-		$	-

At July 31, 2012, the Company had net operating loss forwards of approximately $421,367 that may be offset against future taxable income through 2026. No tax benefit has been reported in the July 31, 2012 or 2011 financial statements due to the uncertainty surrounding the realizability of the benefit. The potential tax benefit is offset by a valuation allowance of the same amount.

NOTE 6 – AGREEMENT WITH GREEN ERA LTD.

On February 17, 2011, we entered into an agreement with GreenEra, Ltd., a company formed under the laws of the Cyprus Republic, to acquire the rights of exploitation of a 60,000 hectares (approximately 150,000 acres) of forest land in Novo Aripuana, State of Amazones, Brazil. The property can be developed and can probably produce carbon credits that when sold could produce profits. Any profits that will be gained from the development or the sale of the carbon credits will be shared 50-50 between PMLT and the owner of the forest land. The parties agree that:

Prime Estates will pay GreenEra $5,000 per month for approximately 34 years beginning in April 1, 2011. Prime Estates has the right to cancel the agreement. Upon such cancellation, no future obligation to GreenEra would exist.

Prime Estates will obtain financing sufficient to pay for all costs associated with obtaining the carbon credits, but not to exceed $1.2 million.

GreenEra will be the developer responsible for performing all actions necessary to obtain the credits.

The landowner has the right to veto sales of any credits under $2.00.

Our Directors, Mr. Panagiotis Drakopoulos and Mr. Vasileios Mavrogiannis, are also shareholders but not directors or officers of GreenEra Ltd.

From inception of the agreement through July 31, 2012, we have accrued $80,000 of costs associated with this agreement and have paid none.

NOTE 7 – RELATED PARTY TRANSACTIONS

At July 31, 2012, we owed $80,000 to GreenEra, Ltd., a company in which our directors, Messrs. Panagiotis Drakopoulos and Vasileios Mavrogiannis are shareholders (see Note 6).

At July 31, 2012, our two directors, Messrs. Panagiotis Drakopoulos and Vasileios Mavrogiannis, are collectively owed $110,000 in unpaid salaries.

NOTE 8 – LEASES

The Company conducts its operations from facilities located in Chicago, Illinois for which we pay approximately $1,400 per month. Rent expense for the years ended July 31, 2012 and 2011 were $18,748 and $13,883, respectively.

NOTE 9 – SUBSEQUENT EVENTS

Effective September 1^stwe elected Secretary and Director Mr. Panagiotis Tolis. We entered into an agreement concerning Mr. Tolis election as director and secretary which we have filed as an exhibit on an 8-K Form on 09/05/2012. According to this agreement on 09/11/2012 we issued 180,000 shares to Mr. Tolis.

On September 25th, 2012 the Company entered into a Share Contribution Agreement with the shareholders of Mainline Land Co. LLC under which the Company acquires 100% of the equity of Mainline Land Co. LLC in exchange for 93,000,000 shares of the common stock of the Company.

The closing of the transaction shall be held at a date and time agreeable to all parties as soon as practical after the completion of due diligence and auditing.

The Company has evaluated subsequent events through the date these financial statements were issued.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

On February 17, 2011, we entered into an agreement with GreenEra, Ltd. to acquire the rights of exploitation of a 60,000 hectares (approximately 150,000 acres) of forest land in Novo Aripuana, State of Amazones, Brazil (see Note 6). This agreement obligates us to pay $5,000 per month for approximately 34 years.

Payout on this contract over the next five years is $60,000 per year.

Item 15. Exhibits

Exhibit No.	Document Description

10.1	SHARE CONTRIBUTION AGREEMENT WITH MAINLINE LAND CO., LLC DATED SEPTEMBER 25, 2012, FILED AS AN EXHIBIT TO FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2012 AND INCORPORATED HEREIN BY REFERENCE.

31.1	CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

31.2	CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

32.1	CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

32.2	CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Prime Estates and Developments, Inc.

Date: October 26, 2012	By: /s/ Panagiotis Drakopoulos
	Panagiotis Drakopoulos
	Chairman and Chief Executive Officer

In accordance with the Exchange Act , this report has been duly signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.

/s/ Vasileios Mavrogiannis
Vasileios Mavrogiannis	Date: October 26, 2012
Chief Financial Officer and Director

/s/ Panagiotis Drakopoulos
Panagiotis Drakopoulos	Date: October 26, 2012
Corporate Secretary and Director

Attached files

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