Nevada
|
6552
|
27
0611758
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Primary
Standard
Industrial
Classification
Code
Number)
|
IRS
I.D.
|
4709
West Golf Rd, Suite 425, Skokie, Illinois
|
60076
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title
of each class of
securities
to be registered
|
Amount
to be
registered
|
Proposed
maximum
offering
price
per
unit
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
[1] [2]
|
||||||||||||
Common
Stock offered by the Selling Stockholders [3]
|
392,000
|
$
|
.10
|
39,200
|
$ |
2.00
|
SUMMARY
INFORMATION AND RISK FACTORS
|
4
|
RISK
FACTORS
|
6
|
USE
OF PROCEEDS
|
14
|
DETERMINATION
OF OFFERING PRICE
|
15
|
DILUTION
|
15
|
SELLING
SHAREHOLDERS
|
15
|
PLAN
OF DISTRIBUTION
|
17
|
LEGAL
PROCEEDINGS
|
19
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
|
20
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
20
|
DESCRIPTION
OF SECURITIES
|
21
|
INTEREST
OF NAMED EXPERTS
|
22
|
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
LIABILITIES
|
23
|
DESCRIPTION
OF BUSINESS
|
23
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
27
|
DESCRIPTION
OF PROPERTY
|
29
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
30
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
30
|
EXECUTIVE
COMPENSATION
|
33
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
34
|
FINANCIAL
STATEMENTS
|
35
|
As
of
|
||||
July
31, 2009
|
||||
(Audited)
|
||||
Balance
Sheet
|
||||
Total
assets
|
- | |||
Total
liabilities
|
4,600 | |||
Stockholders'
deficit
|
(4,600 | ) | ||
For
the Period from July
21,
2009 (Date of
Inception)
to July 31,
2009
|
||||
(Audited)
|
||||
Income
Statement
|
||||
Revenues
|
- | |||
Expenses
|
4,600 | |||
Net
Loss
|
(4,600 | ) |
Selling
Shareholder
|
Shares
to
be
offered
by
the
Selling
Stockholders
|
Percentage
owned
before
Offering
|
Amount
owned
after
the
offering,
assuming
all
shares
sold
[1]
|
Percentage
owned
after
the
offering,
assuming
all
shares
sold
[1]
|
Relationship
to
us
|
||||||||||
EFTHYMIA
KARANASIOU
|
8000
|
*
|
0
|
0
|
|||||||||||
ELEFTHERIOS
PERIFANOS
|
8000
|
*
|
0
|
0
|
|||||||||||
ANTONIOS
KAKANIARIS
|
8000
|
*
|
0
|
0
|
|||||||||||
KONSTANTINOS
STEIROS
|
8000
|
*
|
0
|
0
|
|||||||||||
FROIXOS
POLENAKIS
|
8000
|
*
|
0
|
0
|
|||||||||||
VASILIKI
ARONI
|
8000
|
*
|
0
|
0
|
|||||||||||
NIKOLAOS
DIMITROPOULOS
|
8000
|
*
|
0
|
0
|
|||||||||||
IOANNA
KORNAROU
|
8000
|
*
|
0
|
0
|
|||||||||||
ANASTASIOS
LAZAROU
|
8000
|
*
|
0
|
0
|
|||||||||||
FOTEINI
MAGKOUSAKI
|
8000
|
*
|
0
|
0
|
|||||||||||
ATHANASIOS
BANOUSIS
|
8000
|
*
|
0
|
0
|
|||||||||||
KONSTANTINOS
STEFOS
|
8000
|
*
|
0
|
0
|
|||||||||||
ANDREAS
KAMOUDIS
|
8000
|
*
|
0
|
0
|
|||||||||||
NEKTARIOS
MATZARIOTIS
|
8000
|
*
|
0
|
0
|
|||||||||||
MAGDALINI
GKOUFA
|
8000
|
*
|
0
|
0
|
|||||||||||
ELEFTHERIOS
VOUGIOUKAS
|
8000
|
*
|
0
|
0
|
|||||||||||
CHARALAMPOS
SPANTIDEAS
|
8000
|
*
|
0
|
0
|
|||||||||||
PARASKEVI
KOMI
|
8000
|
*
|
0
|
0
|
|||||||||||
GEORGIOS
GEORGOPOULOS
|
8000
|
*
|
0
|
0
|
|||||||||||
GEORGIOS
STYLIANOU
|
8000
|
*
|
0
|
0
|
|||||||||||
IOANNA
SEVASTI
|
8000
|
*
|
0
|
0
|
|||||||||||
ARGYRIOS
PSATHAS
|
8000
|
*
|
0
|
0
|
|||||||||||
STAMATIOS
KARRAS
|
8000
|
*
|
0
|
0
|
|||||||||||
NIKODIMOS
VOUDOURIS
|
8000
|
*
|
0
|
0
|
|||||||||||
EMMANOUIL
ASLANIS
|
8000
|
*
|
0
|
0
|
|||||||||||
ATHANASIOS
PAPOUTSIS
|
8000
|
*
|
0
|
0
|
|||||||||||
DIMITRIOS
CHARAKIDAS
|
8000
|
*
|
0
|
0
|
|||||||||||
PETROS
GANTZIAS
|
8000
|
*
|
0
|
0
|
|||||||||||
MICHAIL
VALSAMIDIS
|
8000
|
*
|
0
|
0
|
|||||||||||
SUSAN
BOCABAL
|
8000
|
*
|
0
|
0
|
|||||||||||
DIMITRIOS
PANAGOPOULOS
|
8000
|
*
|
0
|
0
|
|||||||||||
ATHINA
LONGINIDOU
|
8000
|
*
|
0
|
0
|
|||||||||||
GEORGIA
PANTELI
|
8000
|
*
|
0
|
0
|
|||||||||||
DIMITRIOS
MITOS
|
8000
|
*
|
0
|
0
|
|||||||||||
SOTIRIOS
KAPSOGEORGIS
|
8000
|
*
|
0
|
0
|
|||||||||||
SOTIRIOS
KARVOUNIS
|
8000
|
*
|
0
|
0
|
|||||||||||
NIKOLAOS
MICHAILIDIS
|
8000
|
*
|
0
|
0
|
|||||||||||
MARIA
KAMPOUROPOULOU
|
8000
|
*
|
0
|
0
|
|||||||||||
MARK R.
CAHAN
|
8000
|
*
|
0
|
0
|
|||||||||||
ROBERT
HOLMBERG
|
20000
|
*
|
0
|
0
|
|||||||||||
DIMITRIOS
SINNIS
|
20000
|
*
|
0
|
0
|
|||||||||||
THOMAS MC
SWEENEY
|
20000
|
*
|
0
|
0
|
|||||||||||
JOANNE
CARLIN
|
20000
|
*
|
0
|
0
|
|||||||||||
TOTAL
|
392000
|
0
|
Name
|
Age
|
Position
|
||
Spiros
Sinnis
|
35
|
President
and Director
|
||
Vasileios
Mavrogiannis
|
37
|
Treasurer
and Director
|
||
Panagiotis
Drakopoulos
|
37
|
Secretary
and
Director
|
|
¨
|
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;
and
|
|
¨
|
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.
|
Name
|
Number of Shares of Common Stock
|
Percentage
|
||||
Spiros
Sinnis
|
6,666,667
|
32.53%
|
||||
Vasileios
Mavrogiannis
|
6,666,666
|
32.53%
|
||||
Panagiotis
Drakopoulos
|
6,666,667
|
32.53%
|
||||
All
officers and directors as a group [3 persons]
|
20,000,000
|
97.6%
|
|
o
|
The
seller is willing and able to sell within a six-month
period.
|
|
o
|
Typically,
the timing and motivation of sellers to enter into contract to sell may
include several factors such as: estate planning, gifts to family, age,
health and other personal factors.
|
|
o
|
The
price is below market value. We determine market value through appraisals
and comparable sales reports in the
area.
|
|
o
|
With
respect to price, we would also consider value trends, such as historical
yearly increases in property values
|
|
o
|
No
liens and/or encumbrances.
|
|
o
|
The
buyer is able to deliver a clean title within the time we would like to
close.
|
|
o
|
The
landowner has title insurance on the
property.
|
|
o
|
The
landowner is able to secure title insurance on the
property.
|
|
o
|
We
would be able to obtain title insurance on the purchased
property.
|
|
·
|
General
maps;
|
|
·
|
Environmental
reports
|
|
·
|
Copies
of existing zoning maps and
regulations;
|
|
·
|
Conduct
land inspection procedures;
|
|
·
|
Proposed
zoning regulations;
|
|
·
|
Deeds;
|
|
·
|
Title
insurance; and
|
|
·
|
Tax
bills.
|
|
1.
|
File
loan application.
|
|
2.
|
Credit
checks, property appraisal done.
|
|
3.
|
Loan
documents drafted.
|
|
4.
|
Down
payment made that is typically approximately 10 to 20% of the appraised
value.
|
|
5.
|
Institution
lends funds for the balance, less certain transaction fees that are
typically between approximately 2 to
3%.
|
|
6.
|
A
lien is then filed with the appropriate recorder’s
office.
|
|
·
|
increased
competitive pressures from existing competitors and new
entrants;
|
|
·
|
increases
in interest rates or our cost of borrowing or a default under any material
debt agreements;
|
|
·
|
deterioration
in general or regional economic
conditions;
|
|
·
|
adverse
state or federal legislation or regulation that increases the costs of
compliance, or adverse findings by a regulator with respect to existing
operations;
|
|
·
|
risks
inherent in the real estate market;
|
|
·
|
inability
to achieve future sales levels or other operating
results;
|
|
·
|
the
unavailability of funds for capital expenditures;
and
|
|
·
|
Investment
portfolio diversification
|
|
·
|
Capital
appreciation
|
|
·
|
A
short-term holding period
|
|
·
|
Address:
City/State/Zip 4709 West Golf Rd., Suite 425, Skokie, Illinois,
60076.
|
|
·
|
Number
of Square Feet: Minimal
|
|
·
|
Name
of Landlord: Lifecycle Investments,
LLC
|
|
·
|
Term
of Lease: One year
|
|
·
|
Monthly
Rental: $0
|
|
·
|
Deliver,
prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commissions relating to the penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
|
|
·
|
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the
securities;
|
|
·
|
Send
monthly statements disclosing recent price information pertaining to the
penny stock held in a customer's account, the account's value and
information regarding the limited market in penny stocks;
and
|
|
·
|
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, prior to conducting any penny stock transaction in the
customer's account.
|
Report
of Independent Registered Public Accounting Firm
|
F1
|
Balance
Sheet as of July 31, 2009
|
F2
|
Statement
of Operations for the Period from July 21, 2009 (Date of Inception) to
July 31, 2009
|
F3
|
Statement
of Cash Flows for the Period from July 21, 2009 (Date of Inception) to
July 31, 2009
|
F4
|
Statement
of Shareholders’ Deficit from July 21, 2009 (Date of Inception) to July
31, 2009
|
F5
|
Notes
to Financial Statements
|
F6
|
July 31, 2009
|
||||
TOTAL
ASSETS
|
$ | - | ||
Accrued
expenses
|
4,600 | |||
TOTAL
LIABILITIES
|
$ | 4,600 | ||
SHAREHOLDERS'
EQUITY
|
||||
Preferred
stock, par value $0.001, authorized 100 million shares, none issued and
outstanding at July 31, 2009.
|
$ | - | ||
Common
stock, par value $0.001, authorized 200 million, 20 million issued and
outstanding at July 31, 2009
|
20,000 | |||
Additional
paid-in capital
|
(20,000 | ) | ||
Deficit
accumulated during the development stage
|
(4,600 | ) | ||
TOTAL
SHAREHOLDERS' DEFICIT
|
(4,600 | ) | ||
TOTAL
LIABILITIES AND SHAREHOLDERS' DEFICIT
|
$ | - |
From
Inception
(7/21/09) to
7/31/09
|
||||
Revenues
|
$ | - | ||
General
and administrative expenses
|
4,600 | |||
Net
operating loss
|
(4,600 | ) | ||
NET
LOSS
|
$ | (4,600 | ) | |
Weighted
average shares outstanding
|
20,000,000 | |||
Basic
and fully diluted loss per share
|
$ | - |
Common
Stock, par value
$0.001
|
Additional
|
Deficit
Accumulated
During
the Development
|
Total
Shareholders'
|
|||||||||||||||||
Shares
|
Amount
|
Paid
In Capital
|
Stage
|
Deficit
|
||||||||||||||||
Balances
at inception
|
- | $ |
-
|
$ |
-
|
$ |
-
|
$ | - | |||||||||||
Founders'
shares
|
20,000,000 | 20,000 | (20,000 | ) | - | - | ||||||||||||||
Net
loss
|
(4,600 | ) | (4,600 | ) | ||||||||||||||||
Balances,
07/31/09
|
20,000,000 | $ | 20,000 | $ | (20,000 | ) | $ | - | $ | (4,600 | ) |
|
·
|
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.
|
Net
operating loss carryforwards
|
$ | 1,610 | ||
Valuation
allowance
|
(1,610 | ) | ||
Net
deferred tax asset
|
$ | - |
ITEM
|
AMOUNT
|
|||
SEC
Registration Fee*
|
$
|
4
|
||
Legal
Fees and Expenses
|
36,000
|
|||
Accounting
Fees and Expenses*
|
24,000
|
|||
Total*
|
$
|
60,004
|
¨
|
None
of these issuances involved underwriters, underwriting discounts or
commissions.
|
|
¨
|
Restrictive
legends were and will be placed on all certificates issued as described
above.
|
¨
|
The
distribution did not involve general solicitation or
advertising.
|
|
¨
|
The
distributions were made only to investors who were sophisticated enough to
evaluate the risks of the
investment.
|
¨
|
None
of these issuances involved underwriters, underwriting discounts or
commissions;
|
|
¨
|
We
placed Regulation S required restrictive legends on all certificates
issued;
|
¨
|
No
offers or sales of stock under the Regulation S offering were made to
persons in the United States;
|
|
¨
|
No
direct selling efforts of the Regulation S offering were made in the
United States.
|
¨
|
Access
to all our books and records.
|
|
¨
|
Access
to all material contracts and documents relating to our
operations.
|
¨
|
The
opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given
access.
|
3.1
|
Articles
of Incorporation of Prime Estates & Developments,
Inc.
|
3.2
|
Bylaws
of Prime Estates & Developments,
Inc.
|
1.
|
Form
of common stock Certificate of the Prime Estates & Developments, Inc.
(1)
|
1.
|
Legal
Opinion of Williams Law Group,
P.A. *
|
1.
|
Consent
of by M&K CPAS, PLLC
|
|
2.
|
Consent
of Williams Law Group, P.A. (included in Exhibit
5.1)
|
1.
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
i.
|
To
include any prospectus required by
section
10(a)(3)
of the Securities Act of
1933;
|
ii.
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule
424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
|
iii.
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
2.
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
3.
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
4.
|
That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
|
i.
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
ii.
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
iii.
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
iv.
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
Name
|
Date
|
Signature
|
||||
By:
|
Spiros
Sinnis,
President
and CEO
|
October
19, 2009
|
/s/
Spiros
Sinnis
President
and CEO
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
/s/
Spiros Sinnis
|
Spiros
Sinnis
|
Principal
Executive, Officer and Director
|
October
19, 2009
|
|||
/s/
Vasileios Mavrogiannis
|
Vasileios
Mavrogiannis
|
Director
and Treasurer/CFO, Principal Financial Officer, and Principal Accounting
Officer
|
October
19, 2009
|
|||
/s/
Panagiotis Drakopoulos
|
Panagiotis
Drakopoulos
|
Secretary
and Director
|
October
19, 2009
|
By:
|
/s/ Panagiotis
Drakopoulos
|
Panagiotis
Drakopoulos
|
|
Secretary
|