UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C., 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) September 27, 2013
 
Prime Estates and Developments, Inc.
(Exact name of registrant as specified in its Charter)
 
Nevada
 
333-162597
 
27-0611758
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
200 South Wacker Drive,
Suite 3100, Chicago, Illinois 60606
(Address of Principal Executive Offices)
 
312.674.4529
(Issuer Telephone number)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Forward Looking Statements
 
This Current Report on Form 8-K (“Form 8-K”) and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
 
 Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Registrant’s pro forma financial statements and the related notes filed with this Form 8-K.
 
Item 1.01 Entry into a Material Definitive Agreement
 
On September 27, 2013 (the “Closing”), Prime Estates and Developments, Inc. a Nevada corporation (“Prime Estates and Developments, Inc.” or the “Registrant”), closed a reverse take-over transaction by which it acquired a private company whose principal activities are the trading of products, providing representation, through provision of consulting services to various sectors, primarily communications and Hi-Tech industries. Pursuant to a Share Exchange Agreement (the “Exchange Agreement”) between the Registrant and Amplerissimo Ltd, a company incorporated in Cyprus (“Amplerissimo”), and Dimitrios Goulielmos, sole shareholder of Amplerissimo, the Registrant acquired 100% of Amplerissimo’s issued and outstanding common stock.
 
As a result of the reverse take-over transaction, Dimitrios Goulielmos, sole shareholder of Amplerissimo, became our controlling shareholder and Amplerissimo became our wholly-owned subsidiary, and we acquired the business and operations of Amplerissimo.
 
The following is a brief description of the terms and conditions of the Exchange Agreement and the transactions contemplated thereunder that are material to the Registrant.
 
Exchange Transaction
 
Under the Exchange Agreement, the Registrant completed the acquisition of all of the issued and outstanding shares of Amplerissimo through the issuance of 100,000,000 restricted shares of Common Stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo. Immediately prior to the Exchange Agreement transaction, the Registrant had 25,585,532 shares of Common Stock issued and outstanding. Immediately after the issuance of the shares to Dimitrios Goulielmos, sole shareholder of Amplerissimo, the Registrant had 125,585,532 shares of Common Stock issued and outstanding.
 
 In connection with the Exchange Transaction, and as more fully described in Item 5.02 below, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, the Registrant’s executive officers immediately prior to the Exchange Transaction, resigned their current executive officer positions, and Dimitrios Goulielmos became our President and CEO, Panagiotis Drakopoulos became our CFO, and Konstantinos Vassilopoulos became our Secretary. Additionally, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, who were also the Registrant’s directors immediately prior to the Exchange Transaction, remain on the Registrant’s board of directors, and Dimitrios Goulielmos was appointed to the Registrant’s board of directors, effective at Closing.
 
 
2
 
 
The foregoing description of the Exchange Agreement is qualified in its entirety by the contents of such Exchange Agreement, which is attached as Exhibit 2.1 to this Form 8-K.
 
Item 2.01 Completion of Acquisition or Disposition of Assets
 
On September 27, 2013, Prime Estates and Developments acquired Amplerissimo in a reverse take-over transaction. As a result, we acquired and now control the businesses and operations of Amplerissimo. Reference is made to Item 1.01, which is incorporated herein, which summarizes the terms of the reverse take-over transaction under the Exchange Agreement.
 
The Exchange Agreement and the transactions contemplated thereunder were approved by our board of directors, as well as Amplerissimo’s director and Dimitrios Goulielmos, sole shareholder of Amplerissimo. Except for the Exchange Agreement and the transactions contemplated thereunder, neither we nor our officers and directors serving prior to the consummation of the Exchange Transaction had any material relationship with Amplerissimo or Dimitrios Goulielmos.
 
Other material terms and conditions of the Exchange Agreement are described under Item 1.01 above and such description is incorporated herein by reference.
 
From and after the Closing, we are continuing our real estate operations but intend to focus our primary attention upon the business of our new operating subsidiary Amperlissimo. Therefore, we disclose information about the business, financial condition, and management of Amplerissimo in this Form 8-K. Information concerning our real estate business which we are continuing is found in our Annual Report on Form 10-K filed with the SEC on September 13, 2013 and available on the SEC website at: http://www.sec.gov/Archives/edgar/data/1474167/000147793213004207/0001477932-13-004207-index.htm .
 
DESCRIPTION OF BUSINESS
 
Except as otherwise indicated by the context, references to “we”, “us” or “our” hereinafter in this Form 8-K are to the consolidated business of Amplerissimo, except that references to “our common stock”, “our shares of common stock” or “our capital stock” or similar terms shall refer to the common stock of the Registrant.
 
Continuing and New Operations
 
We are continuing our real estate operations but intend to focus our primary attention upon the business of our new operating subsidiary Amplerissimo.
 
Overview of Amplerissimo

Amplerissimo’s principal activities are as follows:

·  
Providing representation through provision of consulting services to various sectors, primarily communications and Hi-Tech industries
·  
Provision of Remote Online Support

Company Organization
 
Amplerissimo was incorporated in Cyprus on December 8, 2007.
Address: 9, Vasili Michaelidi Street, 3026, Limassol, Cyprus. Tel: +357.25.817181
 
Business

Amplerissimo strives to provide our customers with exceptional consulting services. We work with our clients to understand their business and provide customized consulting services. We regularly follow the telecommunications and technology industries in order to be able to provide our customers with up to date technology solutions.
 
 
3
 

Consulting Services

Currently Amplerissimo provides consulting services mainly to the telecommunications and Hi Tech Industry. Amplerissimo has the ability to provide customized solutions to various businesses but currently provides these services only to telecommunication and Hi Tech Industry companies. The consulting services range from data gathering and statistical analysis, research and analysis of market penetration strategies, case studies, regulations, expansion strategies via possible JVs and/or take overs, assistance in identification, analysis of value of rights, negotiation, purchase and/or sale of licenses utilized in the communications industry, e-commerce, introduction to new customers, providing representation services for negotiating agreement terms such as better pricing, management and marketing of credit risk and credit management in the Hi - Tech industry.

In January 2013 we began offering customized consulting services to our clients including: data gathering and statistical analysis, research and analysis of market penetration strategies, introduction and providing representation with new customers, management and marketing of credit risk and credit management in the Hi - Tech industry. Currently we provide those services upon request of our clients according to the agreements that we have signed with them. If we will need assistance we may hire other companies to assist us. We estimate that we will not need additional financing in order to provide the services to the companies that we have an agreement with. By the end of the year we expect to have enough revenue received for the services we provide to our clients that will be sufficient to maintain us in order to be able to continue providing our services to our existing clients. In case that we will need additional financing in order to serve the existing agreements with our clients, or new agreements with new clients, then we plan to look for debt financing and/or raise funds via a private placement, although we have no contract, agreement or commitment to secure such additional funding.
 
Remote Online Support

Currently Amplerissimo provides: remote online IT support to its clients.

Specifically, in January 2013 we began providing remote analysis of existing computer software and service provision of data for integration of existing computer accounting software and technical analysis of telecommunication needs to our clients. We also provide telecommunication and Hi Tech online support for our clients. Currently we provide those services upon request of our clients according to the agreements that we have signed with them. We may hire other companies to assist us as needed.

Potential Future Business

In the future we intend to maintain the existing business we have with our clients and locate and sign new agreements with new clients for the provision of services we provide. Besides the Hi Tech and IT industries, we plan to expand in other industries such as the apparel industry however we have not taken any action as of yet to expand our current business and cannot predict if or when we may do so.
 
Our Customers
 
Currently our customers are only in the communications and Hi-Tech industries.
 
Our Sales and Marketing
 
Currently we market our services via personal contacts and relationships of management.
 
Research and Development
 
The Registrant currently does not conduct any research and development.
 
 
4
 
 
Our Competition
 
There is significant competition in the sectors that we are focusing in, business consultancy. There are many companies providing specialized consulting services to international organizations and it is hard to achieve agreements with medium and/or larger size corporations in order to provide our services. In our plan we wish to expand by targeting medium or larger size companies. We currently do not focus on smaller size companies. We mostly rely on past business relationships of new officer and director Mr. Dimitrios Goulielmos in order to attract and “close” new agreements with new customers.
 
Intellectual Properties and Licenses
 
We do not have any intellectual property.
 
Governmental Regulation
 
Our business is not subject to any specific government regulations.
 
Employees
 
The Company officer and director is currently the only employee.
 
Environmental Matters
 
Our operations are not subject environmental regulations.
 
CORPORATE INFORMATION
 
The principal executive office for the Registrant is located at 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606. The Registrant’s main telephone number is (312) 674-4529.
 
 
5
 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AMPLERISSIMO
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements of Amplerissimo and the related notes, and other financial information included in this Form 8-K. Information concerning our real estate business which we are continuing is found in our Annual Report on Form 10-K filed with the SEC on September 13, 2013 and available on the SEC website at: http://www.sec.gov/Archives/edgar/data/1474167/000147793213004207/0001477932-13-004207-index.htm .
 
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.
 
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
 
Overview
 
Amplerissimo was incorporated in Cyprus on December 8, 2007.

Amplerissimo’s principal activities are as follows:

·  
Providing representation through provision of consulting services to various sectors, primarily communications and Hi-Tech industries
·  
Provision of Remote Online Support
 
Results of Operations:
 
Years Ended December 31, 2012 and 2011:
 
Amplerissimo had no revenues for the years ended December 31, 2012 and 2011.
 
For the years ended December 31, 2011 and 2012, Amplerissimo had $612 and $455 of general and administrative expenses, respectively.
 
Foreign currency losses, included in “Other Comprehensive Income” amounted to $305 and $948 for the years ended December 31, 2011and 2012, respectively.
 
Accordingly, Amplerissimo had a net losses of $612 and $455 for the years ended December 31, 2011 and December 31, 2012, respectively, and net comprehensive losses of $917 and $1,403 for the same periods.
 
Six Months Ended June 31, 2013 and 2012:
 
Amplerissimo had no revenues for the six months ended June 30, 2013 and June 30, 2012.
 
 
6
 
 
Our general and administrative expenses went from zero for the six months ended June 30, 2012 to $493,718 for the same period in 2013. The increase is due to consulting expenses we incurred on projects in progress at June 30, 2013, the revenues of which we hope to realize in future periods.
 
Foreign currency gain and losses, included in “Other Comprehensive Income”, amounted to a gain of $3,240 for the six months ended June 30, 2013 and a loss of $890 for the same period in 2012.
 
Accordingly, Amplerissimo had net losses of $493,718 and zero for the six months ended June 30, 2013 and 2012, and net comprehensive losses of $490,478 and $890 for those same periods.
 
Liquidity and Capital Resources
 
We generated net losses for the year ended December 31, 2012 and the six month period ended June 30, 2013 and had an operating deficit accumulated through June 30, 2013 of $498,306. We have provided for our cash needs through December 31, 2012 by contributions from shareholders. The financing of virtually all of the loss for the six months ended June 30, 2013 was by our consultant/suppliers as they had not been paid as of that date.
 
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 going and staying public, estimated to be less than $50,000 annually, will be funded as a loan from management, to the extent that funds are available to do so. Management is not obligated to provide these or any other funds. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the over the counter bulletin board, or if we have secured a qualification, may lose the qualification and our securities would no longer trade on the over the counter bulletin board. 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.
 
We will need to secure a minimum of $10,000 in funds to finance the Amplerissimo business in the next 12 months, in addition to the funds which will be used to go and stay public, which funds will be used for business development and sales and marketing. 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 potential loans from management as described above or any planned material acquisitions.
 
Our independent auditors have indicated in their audit report for the years ended December 31, 2012 that there is substantial doubt about our ability to continue as a going concern over the next twelve months.
 
DESCRIPTION OF PROPERTY
 
Besides our leased office space, we do not presently lease or own any real property.
 
We rent the following property as our corporate office in Cyprus:
 
•     Address: 9, Vasili Michaelidi Street, 3026, Limassol, Cyprus.
 
•     Name of Landlord: Globalserve Consultants Ltd
 
•     Term of Lease: One year commencing July 29, 2013
 
•     Monthly Rental: $110
 
•     Adequate for current needs: Yes
     
      For a description of the Property of Prime, see our Annual Report on Form 10-K filed with the SEC on September 13, 2013 and available on the SEC website at:
 
      http://www.sec.gov/Archives/edgar/data/1474167/000147793213004207/0001477932-13-004207-index.htm
 
 
7
 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
Security Ownership Prior To Change Of Control
 
The following table sets forth information regarding the beneficial ownership of our common stock as of September 27, 2013, for each of the following persons, prior to the transactions contemplated by the Exchange Agreement:
 
·  
each of our directors and named officers prior to the Closing of the Exchange Transaction;
 
·  
all such directors and executive officers as a group; and
 
·  
each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction.
 
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name. The percentage of class beneficially owned set forth below is based on 25,585,532 shares of common stock issued and outstanding as of September 27, 2013, immediately prior to the Closing of the Exchange Transaction.
 
 
Name and Address of Beneficial Owners of Common Stock
 
 
Title of Class
 
Amount and Nature of
Beneficial Ownership
   
% of Common Stock 2
 
Panagiotis Drakopoulos [1]
200 South Wacker Drive, Suite 3100, Chicago, 60606, IL.
 
Common
    6,316,667       24.7 %
DIRECTORS AND OFFICERS – TOTAL
 
 
    6,316,667       24.7 %
 
 
 
               
5% SHAREHOLDERS
 
 
               
Dynamic Investments, Ltd. [1]
 
Common
    2,441,894       9.5 %
Vasileios Mavrogiannis [1]
 
Common
    6,991,666       27.3 %
Total of 5% shareholders
 
 
    9,433,560       36.9 %
____________________
[1] Mr. Drakopoulos and Mr. Mavrogiannis are officers and directors of Dynamic Investments, Ltd. Therefore they control the 2,441,894-share voting block above referenced. Attributing these shares to Mr. Drakopoulos gives him a voting block of 8,758,561 shares, or 34.2% of the issued and outstanding common stock of the Company at September 27, 2013.
 
Percentages are based on 25,585,532 shares outstanding at September 27, 2013.
 
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.
 
Security Ownership After Change Of Control
 
The following table sets forth information regarding the beneficial ownership of our common stock as of September 27, 2013, for each of the following persons, after giving effect to the transaction under the Exchange Agreement:
 
·  
each of our directors and named officers prior to the Closing of the Exchange Transaction;
 
·  
all such directors and executive officers as a group; and
 
·  
each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction.
 
 
8
 
 
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name. The percentage of class beneficially owned set forth below is based on 125,585,532 shares of common stock outstanding on September 27, 2013 immediately after the Closing of the Exchange Transaction.
 
 
Name and Address of Beneficial Owners of Common Stock 1
 
 
Title of Class
 
Amount and Nature of
Beneficial Ownership
   
% of Common Stock 2
 
Dimitri Goulielmos [1]
 
Common
    100,416,000       80.0 %
Panagiotis Drakopoulos [2]
        8,758,561       07.0 %
200 South Wacker Drive, Suite 3100, Chicago, 60606, IL.
                   
DIRECTORS AND OFFICERS – TOTAL
 
 
    109,174,561       86.9 %
 
 
 
               
5% SHAREHOLDERS
                   
Vasileios Mavrogiannis [2]
 
Common
    9,133,580       7.3 %
Total of 5% shareholders
 
 
    9,133,580       7.3 %
_______________
[1] Mr. Goulielmos is the owner of Jaron Trading Limited a company that holds 400,000 common shares. Therefore Mr. Goulielmos, in addition to the 100,016,000 common share that he personally owns, he controls the 400,000-share voting block that belongs to Jaron Trading Limited. Attributing these shares to Mr. Goulielmos gives him a voting block of 100,416,000 shares, or 80.0% of the issued and outstanding common stock of the Company at September 27, 2013.
 
[2] Mr. Drakopoulos and Mr. Mavrogiannis are officers and directors of Dynamic Investments, Ltd, a company that holds 2,441,894 common shares. Therefore they control the 2,441,894-share voting block that belongs to Dynamic Investments, Ltd. Attributing these shares to Mr. Drakopoulos gives him a voting block of 8,758,561 shares, or 7.0% of the issued and outstanding common stock of the Company at September 27, 2013.
 
[3] Mr. Drakopoulos and Mr. Mavrogiannis are officers and directors of Dynamic Investments, Ltd, a company that holds 2,441,894 common shares. Therefore they control the 2,441,894-share voting block that belongs to Dynamic Investments, Ltd. Attributing these shares to Mr. Mavrogiannis gives him a voting block of 9,133,580 shares, or 7.3% of the issued and outstanding common stock of the Company at September 27, 2013.
 
Percentages are based on 125,585,532 shares outstanding at September 27, 2013.
 
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.
 
 
9
 
 
DIRECTORS AND EXECUTIVE OFFICERS
 
Directors and Executive Officers Prior To Change Of Control
 
Our directors and executive officers prior to the Change of Control were as follows:
 
Name
 
Age
 
Position
Panagiotis Drakopoulos
 
41
 
CEO/Secretary and Director
Konstantinos Vassilopoulos
 
29
 
CFO and Director
 
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. Mr. Drakopoulos contributes to the Board his financial, marketing, and operation management expertise as well as knowledge of our business since inception.
 
Konstantinos Vassilopoulos joined us as CFO and Director on January 5, 2013. Mr. Vassilopoulos contributes to the Board his financial, marketing, and operation management expertise. His duties, while he was employed in the financial, marketing, and operation management sector in the USA, mainly included operations management of companies with 30 – 100 employees, financial analysis, budgeting, and forecasting, and marketing campaign development.
 
Family Relationships
 
Directors and Executive officers have no family relationships.
 
Directors and Executive Officers after Change of Control
 
Pursuant to the Exchange Agreement, Panagiotis Drakopoulos resigned as our Chief Executive Officer and Secretary & Konstantinos Vassilopoulos resigned as our Chief Financial Officer. The following persons were appointed in their place, effective as of the Closing of the Exchange Transaction:
 
Name
 
Age
 
Position
Dimitrios Goulielmos
 
47
 
CEO and Director
Panagiotis Drakopoulos
 
41
 
CFO and Director
Konstantinos Vassilopoulos
 
29
 
Secretary and Director
 
Biographical Information
 
The following is a brief account of the education and business experience of these directors and officers:
 
Dimitrios Goulielmos joined us as CEO and Director on September 27, 2013. Since January 1991, he has been principal attorney at the law firm of Goulielmos D. & Partners. He contributes to the Board the benefits of his legal, academic, and business background.
 
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. Mr. Drakopoulos contributes to the Board his financial, marketing, and operation management expertise as well as knowledge of our business since inception.
 
 
10
 
 
Konstantinos Vassilopoulos joined us as CFO and Director on January 5, 2013. Mr. Vassilopoulos contributes to the Board his financial, marketing, and operation management expertise. His duties, while he was employed in the financial, marketing, and operation management sector in the USA, mainly included operations management of companies with 30 – 100 employees, financial analysis, budgeting, and forecasting, and marketing campaign development.
 
Family Relationships
 
There are no family relationships between or among any of our directors and executive officers serving prior to the Exchange Transaction.
 
Involvement in Certain 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.
 
Board of Directors
 
Our board of directors is currently composed of three members. All members of our board of directors serve in this capacity until their terms expire or until their successors are duly elected and qualified. Our bylaws provide that the authorized number of directors will be not less than one.
 
Board Committees; Director Independence
 
As of this date, our board of directors has not appointed an audit committee or compensation committee; however, we are not currently required to have such committees. The functions ordinarily handled by these committees are currently handled by our entire board of directors. Our board of directors intends, however, to review our governance structure and institute board committees as necessary and advisable in the future, to facilitate the management of our business.
 
As of the date of this report, we have no independent directors.
 
Compensation Committee Interlocks and Insider Participation
 
No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.
 
 
11
 
 
EXECUTIVE COMPENSATION
 
Executive Compensation
 
Former Executive Officers
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, 2013 and 2012.
 
SUMMARY COMPENSATION TABLE
 
Name
YE
7/31
 
Salary  
($)
   
Bonus
($)
   
 
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensatio
($)
   
Nonqualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensatio
($)
   
Total
($)
 
Vasileios Mavrogiannis 1
2013
    25,000       -       -       -       -       -       -       25,000  
 
2012
    60,000       -       -       -       -       -       -       60,000  
                                                                   
Panagiotis Drakopoulos 2
2013
    60,000       -       -       -       -       -       -       60,000  
 
2012
    60,000       -       -       -       -       -       -       60,000  
                                                                   
Panagiotis Tolis 3
2013
    27,500       -       70,200       -       -       -       -       97,700  
                                                                   
Konstantinos Vassilopoulos
2013
    -       -       -       -       -       -       -       -  
_________________
1.  
Mr. Mavrogiannis resigned on January 5, 2013. Although we accrued $25,000 in salary through the date of his resignation, as of the date of this report, this amount and amounts accrued but unpaid as of July 31, 2013, remain unpaid. Mr. Mavrogiannis is due $76,592 as of July 31, 2013.
 
2.  
Mr. Drakopoulos is the Principal Executive Officer and Board Chairman. Although we accrued $60,000 in salary during the year ended July 31, 2013, as of the date of this report, we made only one cash payment of $20,000 during that period. Through July 31, 2013, we owe Mr. Drakopoulos $95,000.
 
3.  
Mr.Tolis resigned on July 25, 2013. Although we accrued $27,500 in salary through the date of his resignation, as of the date of this report, we made only one cash payment of $5,000 during that period. Through July 31, 2013, we owe Mr. Tolis $22,500. Moreover the Company agreed to issue and pay Mr. Tolis 180,000 shares of common stock for Directors' annual services.
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.
 
 
12
 

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, 2013.
 
OUTSTANDING EQUITY AWARDS AT YEAR END
   
  Option Awards    
Stock Awards
 
Name
 
Number of Securities Underlying Unexercised Options (#)
   
Option Exercise Price
($)
   
Option Expiration Date
   
No. of Shares or Units of Stock that Have Not Vested
(#)
   
Market Value of Shares or Units of Stock that Have Not Vested
($)
   
Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested
 
 
Exercisable
   
Un-exercisable
 
Vasileios Mavrogiannis
    -       -       -       -       -       -       -  
Panagiotis Drakopoulos
    -       -       -       -       -       -       -  
Panagiotis Tolis
    -       -       -       -       -       -       -  
Konstantinos Vassilopoulos
    240,000       -     $ 0.10    
01/05/17
      -       -       -  

Stock Option Grants

On January 5, 2013, we granted 240,000 options to an incoming Director. The options have an exercise period of four years with an exercise price of $0.10. We valued the options using the Black Scholes Option Pricing Model with the following inputs: stock price on measurement date: $0.18; Exercise price: $0.10; Option term: 4 years; Computed volatility: 448%. The resulting Black Scholes value was $43,151 of which $24,472 had been earned as of July 31, 2013.

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, 2013 and 2012.

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
   
-
     
-
     
-
     
-
     
-
     
-
 
-
Panagiotis Drakopoulos
   
-
     
-
     
-
     
-
     
-
     
-
 
-
Panagiotis Tolis
   
-
     
-
     
-
     
-
     
-
     
-
 
-
Konstantinos Vassilopoulos
   
-
     
-
     
24,472
     
-
     
-
     
-
 
24,472
_______________
1.  
Mr. Vassilopoulos is the Principal Financial Officer and a Director. He does not receive a cash salary but is due 240,000 options each year for services. The awarding of 240,000 for the year ended July 31, 2013 resulted in a valuation of $43,151 of which $24,472 had been earned as of July 31, 2013.
 
2.  
Messrs. Mavrogiannis, Drakopoulos, and Tolis received compensation as executives, reported above in “Executive Compensation”.
 
 
13
 
 
Messrs. Mavrogiannis, Drakopoulos, and Tolis received compensation as executives, reported above in “Executive Compensation”.

Stock Option Plans

We did not have a stock option plan as of July 31, 2013.
 
Current Executive Officers
 
The following summary compensation table indicates the cash and non-cash compensation earned from Amplerissimo during the fiscal year ended Dec. 31, 2012 by its director and Chief Executive Officer and each of the other three highest paid executives, if any, whose total compensation exceeded $100,000 during the fiscal year ended Dec. 31, 2012.
 
SUMMARY COMPENSATION TABLE
 
Name
 
YE
12/31
 
Salary  
($)
   
Bonus
($)
   
 
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Nonqualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensation
($)
   
Total
($)
 
                                                                     
Dimitrios Goulielmos
 
2012
    -       -       -       -       -       -       -       -  
 
None of our executive officers received, nor do we have any arrangements to pay out, any bonus, stock awards, non-equity incentive plan compensation, or non-qualified deferred compensation.
 
Director Compensation
 
Currently, we do not pay any compensation to our directors for their service on the board of directors. However, we intend to review and consider future proposals regarding director compensation.
 
Potential Payments upon Termination or Change-in-Control
 
We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control. As a result, we have omitted this table.
 
Employment Agreements
 
We currently have no employment agreements written or oral with any of our executive officers.
 
 
14
 
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 
Agreement and Plan of Share Exchange
 
On September 27, 2013, the Registrant executed the Exchange Agreement with Amplerissimo and Dimitrios Goulielmos, sole shareholder of Amplerissimo.
 
On the Closing Date of the Exchange Agreement, the Registrant issued 100,000,000 shares of its common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo in exchange for 100% of the issued and outstanding common stock of Amplerissimo. After the Closing, the Registrant has a total of 125,585,532 shares of common stock outstanding, with Dimitrios Goulielmos owning approximately 80.0% of the Registrant’s total issued and outstanding common shares.
 
As a result of the Exchange, Dimitrios Goulielmos became the Registrant’s controlling shareholder and Amplerissimo became its wholly owned subsidiary. In connection therewith, the Registrant acquired the business and operations of Amplerissimo, and its principal business activities are conducted through Amplerissimo. We will also be continuing the real estate business as further described in our Annual Report on Form 10-K filed with the SEC on September 13, 2013 and available on the SEC website at: http://www.sec.gov/Archives/edgar/data/1474167/000147793213004207/0001477932-13-004207-index.htm . Related party transactions with us prior to closing of the Exchange Agreement are set forth in the Report on Form 10-K.
 
LEGAL PROCEEDINGS
 
Currently there are no legal proceedings pending or threatened against us. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
 
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
 
Market Information
 
Our common stock is quoted on the Over-The-Counter Markets under the symbol “PMLT.” The following table of high and low stock prices are based on actual trades.
 

Bid Information*            
Quarter Ended     High     Low  
             
October 31, 2011
  $ 1.2     $ 0.22  
January 31, 2012
    0.75       0.1  
April 30, 2012
    0.51       0.25  
July 31, 2012
    0.39       0.08  
                 
October 31, 2012
  $ 0.39     $ 0.1  
January 31, 2013
    0.4       0.12  
April 30, 2013
    0.6       0.15  
July 31, 2013
    0.6       0.25  
_______________
* The quotation do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
 
Holders
 
As of July 31, 2013, there were approximately 84 shareholders of record of our common stock.
 
Dividends
 
We have never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant.
 
 
15
 
 
RECENT SALES OF UNREGISTERED SECURITIES
 
As more fully described in Item 1.01 above, in connection with the Exchange Agreement, at the Closing, the Registrant issued 100,000,000 shares of its common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo in exchange for 100% of the capital stock of Amplerissimo. Reference is made to the disclosures set forth under Items 1.01 and 2.01 of this Form 8-K, which disclosures are incorporated herein by reference. The issuance of the common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo pursuant to the Exchange Agreement was exempt from registration pursuant to Regulation D under the Securities Act. The Registrant made this determination based on the representations which included, in pertinent part, that such shareholder was an “accredited investor” as that term is defined in Regulation D under the Securities Act and that such shareholder was acquiring the common stock for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that such shareholder understood that the shares of common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
 
DESCRIPTION OF SECURITIES
 
Common Stock
 
The Company is authorized to issue 200 million shares of common stock $0.001 par value per share. As of the date of this report statement, there were 25,585,532 shares of common stock issued and outstanding held by approximately 84 shareholders on record.
 
Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.
 
In the election of directors, the stockholders are permitted to vote their shares cumulatively. Accordingly, each shareholder entitled to vote in the election of directors has the right to vote the number of shares owned by such shareholder for as many persons as there are directors to be elected.
 
Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of the surplus of the Registrant. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements and other factors.
 
Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Certificate of Incorporation or our Bylaws that would prevent or delay change in our control.
 
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 the date of this filing, no shares have been issued.
 
Potentially Dilutive Securities
 
On January 5, 2013, we granted 240,000 options to an incoming Director under a four-year agreement to provide 240,000 options per year at $0.10. The initial tranche of 240,000 shares expires on January 5, 2017.
 
No options, warrants or other potentially dilutive securities other than those disclosed above have been issued as of the date of this filing.
 
 
16
 
 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
Nevada Law
 
Nevada Revised Statute 78.037 permits a corporation to eliminate or limit the personal liability of a director or officer to the corporation or its stockholders for damages relating to breach of fiduciary duty as a director or officer, but such a provision must not eliminate or limit the liability of a director or officer for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (b) the payment of distributions in violation of Nevada Revised Statute 78.300.
 
Nevada Revised Statutes 78.7502 provides as follows with respect to indemnification of directors, officers, employees and agents:

(a)  
We may indemnify any person who was or is a party or is threatened to be made a party to any action, except an action by us, by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving as a director, officer, employee or agent of any other person at our request, against expenses actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (i) is not liable for breach of his fiduciary duties as a director or officer pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
 
(b)  
We may indemnify any person who was or is a party or is threatened to be made a party to any action by us, by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving as a director, officer, employee or agent of any other person at our request, against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (i) is not liable for breach of his fiduciary duties pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to our best interest. We may not indemnify him for any claim, issue or matter as to which he has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to us or for amounts paid in settlement to us, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
 
(c)  
To the extent that our director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, we are required to indemnify him against expenses, including attorneys’ fees actually and reasonably incurred by him in connection with the defense.

Our Articles of Incorporation and Bylaws provide for elimination of any liability of our directors and officers and indemnity of our directors and officers to the fullest extent permitted by Nevada law.
 
Charter Provisions and Other Arrangements of the Registrant
 
The Registrant currently has not adopted any indemnification provisions in its certificate of incorporation or bylaws for its officers and directors.
 
Item 3.02 Unregistered Sales of Equity Securities
 
As more fully described in Items 1.01 and 2.01 above, in connection with the Exchange Agreement, at the Closing, the Registrant issued 100,000,000 shares of its common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo in exchange for 100% of the capital stock of Amplerissimo. Reference is made to the disclosures set forth under Items 1.01 and 2.01 of this Form 8-K, which disclosures are incorporated herein by reference. The issuance of the common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo pursuant to the Exchange Agreement was exempt from registration pursuant to Regulation D under the Securities Act. The Registrant made this determination based on the representations which included, in pertinent part, that such shareholder was an “accredited investor” as that term is defined in Regulation D under the Securities Act and that such shareholder was acquiring the common stock for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that such shareholder understood that the shares of common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
 
 
17
 
 
Item 5.01 Changes in Control of Registrant.
 
As more fully described in Items 1.01 and 2.01 above, on September 27, 2013, in a reverse take-over transaction, the Registrant acquired Amplerissimo and its business by executing the Exchange Agreement by and among the Registrant, Amplerissimo, and Dimitrios Goulielmos, sole shareholder of Amplerissimo.
 
Under the Exchange Agreement, the Registrant completed the acquisition of all of the issued and outstanding shares of Amplerissimo through the issuance of 100,000,000 restricted shares of Common Stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo. Immediately prior to the Exchange Agreement transaction, the Registrant had 25,585,532 shares of Common Stock issued and outstanding. Immediately after the issuance of the shares to Dimitrios Goulielmos, sole shareholder of Amplerissimo, the Registrant had 125,585,532 shares of Common Stock issued and outstanding.
 
In connection with the Exchange Transaction, and as more fully described in Item 5.02 below, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, the Registrant’s executive officers immediately prior to the Exchange Transaction, resigned, and Dimitrios Goulielmos became our CEO, Panagiotis Drakopoulos became our new CFO, and Konstantinos Vassilopoulos became our new Secretary.
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
As more fully described in Items 1.01, 2.01 and 5.01 above, on September 27, 2013 in a reverse take-over transaction, the Registrant acquired Amplerissimo and its business by executing the Exchange Agreement by and among the Registrant, Amplerissimo, and Dimitrios Goulielmos, sole shareholder of Amplerissimo. The Closing of this transaction occurred on September 27, 2013. Reference is made to the disclosures set forth under Items 1.01, 2.01 and 5.01 of this Form 8-K, which disclosures are incorporated herein by reference.
 
Resignation of Officers
 
Effective September 27, 2013, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, the Registrant’s executive officers immediately prior to the Exchange Transaction, resigned as CEO and CFO, respectively.
 
Appointment of Officers
 
Effective September 27, 2013, the following persons were appointed as the Registrant’s executive officers (with Mr. Goulielmos being the only New Officer the others changing management positions, collectively “Officers”) in connection with the Exchange Transaction:
 
Name
 
Age
 
Position
Dimitrios Goulielmos
 
47
 
CEO
Panagiotis Drakopoulos
 
41
 
CFO
Konstantinos Vassilopoulos
 
29
 
Secretary
 
 
18
 
 
Appointment of Directors
 
Effective September 27, 2013, the following persons were appointed to the Registrant’s board of directors (with Mr. Goulielmos being the only New Director the others retaining their current Director positions, collectively “Directors”) in connection with the Exchange Transaction:
 
Name
 
Age
 
Position
Dimitrios Goulielmos
 
47
 
Chairman of the Board
Panagiotis Drakopoulos
 
41
 
Director
Konstantinos Vassilopoulos
 
29
 
Director
 
None of the Directors or Officers currently has an employment agreement with the Registrant. None of the New Directors has been named or, at the time of this Form 8-K, is expected to be named to any committee of the board of directors. Other than the Exchange Transaction, there are no transactions, since the beginning of the last fiscal year, or any currently proposed transaction, in which the Registrant was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Registrant’s total assets at year-end for the last three completed fiscal years, and in which any of the Officers or Directors had or will have a direct or indirect material interest. Other than the Exchange Transaction, there is no material plan, contract or arrangement (whether or not written) to which any of the Officers or Directors is a party or in which any Officer or Director participates that is entered into or material amendment in connection with our appointment of the Officers and Directors, or any grant or award to any Officer or Director or modification thereto, under any such plan, contract or arrangement in connection with our appointment of the Officers and Directors.
 
Descriptions of the Officers and Directors can be found in Item 2.01 above, in the section titled “Directors and Executive Officers - Directors and Officers after Change of Control.”
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
We have changed our fiscal year end to December 31 effective upon closing of the Share Exchange Agreement.
 
Item 7.01 Regulation FD Disclosure.
 
We are filing this Report on Form 8-K before the due date of November 12, 2013, which is 15 days from closing of the Share Exchange Agreement, and a later filing date for the financial statements, because we wanted to get this information to the markets as soon as possible to avoid any issues in compliance with Regulation FD.
 
Item 9.01 Financial Statement and Exhibits.
 
Reference is made to the reverse take-over transaction under the Exchange Agreement, as described in Item 1.01, which is incorporated herein by reference. As a result of the closing of the Exchange Transaction, the Registrant’s primary operations consist of the business and operations of Amplerissimo. In the Exchange Transaction, Prime Estates and Developments is the accounting acquiree and Amplerissimo is the accounting acquirer. Accordingly, the Registrant is presenting the financial statements of Amplerissimo.
 
(a) Financial Statements of the Business Acquired
 
The audited consolidated financial statements of Amplerissimo for the years ended December 31, 2012 and 2011, including the notes to such financial statements, are incorporated herein by reference to Exhibit 99.1 of this Form 8-K.
 
 
19
 
 
(b) Exhibits
 
INDEX TO EXHIBITS
 
Exhibit
 
Description
     
2.1
 
Share Exchange Agreement by and among Prime Estates and Developments and Amplerissimo dated September 27, 2013 *
3.1
 
Articles of Incorporation of Prime Estates and Developments
3.2
 
By-Laws of Prime Estates and Developments
99.1
 
Audited consolidated financial statements of Amplerissimo for the years ended December 31, 2012 and 2011, and unaudited consolidated financial statements for the three and six months ended June 30, 2013 and 2012, and accompanying notes to consolidated financial statements*
__________
* Filed Herewith
 
 
20
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
PRIME ESTATES AND DEVELOPMENTS, INC.
 
       
October 3, 2013
By:
/s/ Panagiotis Drakopoulos
 
   
Panagiotis Drakopoulos
 
   
Chief Financial Officer
 
 
 
 
 
 
 
 
 
21
EXHIBIT 2.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT 99.1
 
FINANCIAL STATEMENTS
Amplerissimo Ltd.
(A Development Stage Company)
Index to Financial Statements

Item
 
Page No.
 
       
Report of Independent Registered Public Accounting Firm
    1  
         
Balance Sheets as of December 31, 2012 and 2011
    3  
         
Statements of Operations for the years ended December 31, 2012 and 2011 and from Inception (December 8, 2007) to December 31, 2012
    4  
         
Statement of Stockholders' Deficit from Inception (December 8, 2007) to December 31, 2012
    5  
         
Statements of Cash Flows for the years ended December 31, 2012 and 2011 and from Inception (December 8, 2007) to December 31, 2012
    7  
         
Notes to Financial Statements for the years ended December 31, 2012 and 2011
    8  
         
Balance Sheets as of June 30, 2013 and December 31, 2012
    13  
         
Statements of Operations for the six months ended June 30, 2013 and 2012 and from Inception (December 8, 2007) to June 30, 2013
    14  
         
Statement of Stockholders' Deficit from Inception (December 8, 2007) to June 30, 2013
    15  
         
Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and from Inception (December 8, 2007) to June 30, 2013
    17  
         
Notes to Financial Statements for the six months ended June 30, 2013 and 2012
    18  

 
1
 
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Directors
Amplerissimo Limited (A Development Stage Company)
Republic of Cyprus

We have audited the accompanying balance sheets of Amplerissimo Limited (A Development Stage Company) (the “Company”) as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ deficit and cash flows for the period from December 8, 2007 (inception) through December 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 audits 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 audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the 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 Amplerissimo Limited (A Development Stage Company) as of December 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 2 to the financial statements, 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 2. 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 3, 2013
 
 
2
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Balance Sheets

   
December 31,
 
   
2012
   
2011
 
             
ASSETS
           
Total current assets
    -       -  
                 
TOTAL ASSETS
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
Accounts payable and accrued expenses
  $ 1,403     $ 917  
Total current liabilities
    1,403       917  
                 
TOTAL LIABILITIES
    1,403       917  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
Common stock, € 1 par value; 5,000 shares issued and outstanding at December 31, 2011 and 2012
  $ 7,317     $ 7,317  
Additional paid in capital
    (2,878 )     (3,795 )
Unrealized foreign currency gains (losses)
    (1,254 )     (306 )
Deficit accumulated during the development stage
    (4,588 )     (4,133 )
                 
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
    (1,403 )     (917 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
3
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Statements of Operations
 
   
Year Ended December 31,
    Inception (December 8, 2007) to December 31,  
   
2012
   
2011
   
2012
 
                   
OPERATING EXPENSES
                 
General and administrative expenses
  $ 455     $ 612     $ 4,588  
Total operating expenses
    455       612       4,588  
                         
Net income (loss) from operations
    (455 )     (612 )     (4,588 )
                         
Net loss
    (455 )     (612 )     (4,588 )
                         
OTHER COMPREHENSIVE INCOME (LOSS)
                       
Unrealized foreign currency gains (losses)
    (948 )     (305 )     (306 )
Net comprehensive income (loss)
  $ (1,403 )   $ (917 )   $ (4,894 )
                         
Net income (loss) per share - basic and diluted
  $ (0.09 )   $ (0.12 )        
Weighted average number of shares outstanding
    5,000       5,000          
 
The accompanying notes are an integral part of these financial statements.
 
 
4
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Statement of Stockholders’ Deficit
 
   
Common Stock
    Additional Paid In     Other Comprehensive     Deficit Accumulated During the Development     Total  
   
Shares
   
Par Value
   
Capital
   
 Income
   
Stage
   
Equity
 
                                     
Inception, December 8, 2007
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Issue founder's shares
    5,000       7,317       (7,317 )                     -  
Foreign currency translation effect
                            (15 )             (15 )
Net loss, December 8 to December 31, 2007
                                    (980 )     (980 )
Balance, December 31, 2007
    5,000       7,317       (7,317 )     (15 )     (980 )     (995 )
                                                 
Expenses paid by shareholders
                    995                       995  
Foreign currency translation effect
                            41               41  
Net income
                                    (994 )     (994 )
Balance, December 31, 2008
    5,000       7,317       (6,322 )     26       (1,974 )     (953 )
                                                 
Expenses paid by shareholders
                    953                       953  
Foreign currency translation effect
                            (27 )             (27 )
Net loss
                                    (945 )     (945 )
Balance, December 31, 2009
    5,000       7,317       (5,369 )     (1 )     (2,919 )     (972 )

 
5
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Statement of Stockholders’ Deficit
(Continued)

   
Common Stock
    Additional Paid In     Other Comprehensive     Deficit Accumulated During the Development     Total  
   
Shares
   
Par Value
   
Capital
   
Income
   
Stage
   
Equity
 
                                     
Expenses paid by shareholders
                972                   972  
Net income
                              (602 )     (602 )
Balance, December 31, 2010
    5,000       7,317       (4,397 )     (1 )     (3,521 )     (602 )
                                                 
Expenses paid by shareholders
                    602                       602  
Foreign currency translation effect
                            (305 )             (305 )
Net loss
                                    (612 )     (612 )
Balance, December 31, 2011
    5,000       7,317       (3,795 )     (306 )     (4,133 )     (917 )
                                                 
Expenses paid by shareholders
                    917                       917  
Foreign currency translation effect
                            (948 )             (948 )
Net loss
                                    (455 )     (455 )
Balance, December 31, 2012
    5,000     $ 7,317     $ (2,878 )   $ (1,254 )   $ (4,588 )   $ (1,403 )
 
The accompanying notes are an integral part of these financial statements.
 
 
6
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Statements of Cash Flows
 
    Year Ended December 31,     Inception (December 8, 2007) to December 31,  
   
2012
   
2011
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net income / (loss)
  $ (455 )   $ (612 )   $ (4,588 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Change in operating assets and liabilities:
                       
Accounts payable and accrued expenses
    486       315       1,403  
Net cash provided by / (used in) operations
    31       (297 )     (3,185 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Expenses paid by shareholders
    917       602       4,439  
Net cash provided by/(used in) financing activities
    917       602       4,439  
                         
Effect of foreign currency translation
    (948 )     (305 )     (1,254 )
                         
Net change in cash and equivalents
    -       -       -  
Cash and equivalents, beginning of period
    -       -       -  
Cash and equivalents, end of period
  $ -     $ -     $ -  
                         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                 
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for income taxes
    -       -       -  
                         
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
                 
Non-cash founder's shares
    -       -       7,317  
 
The accompanying notes are an integral part of these financial statements.
 
 
7
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Notes to the Financial Statements
Years Ended December 31, 2012 and 2011
 
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Amplerissimo Ltd. (the “Company”) was incorporated in Cyprus on December 8, 2007 as a private limited liability company under the Cyrus Companies Law, Cap. 113. Its registered office is at Krinon, 16, Limassol, 3110, Cyprus.
 
BASIS OF PRESENATATION
 
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.
 
REVENUE RECOGNITION
 
Revenue is recognized when it is realized or realizable and earned. Amplerissimo considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. These criteria are assumed to have been met if a customer orders an item, payment for the item clears, and the goods have been shipped or delivered to the customer. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.
 
USE OF ESTIMATES
 
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
CASH AND CASH EQUIVALENTS
 
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2012 and 2011, there were no cash equivalents.
 
FINANCIAL INSTRUMENTS
 
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
 
Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
 
Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
 
Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
 
 
8
 
 
The Company’s financial instruments consist principally of cash, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
 
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2012 and 2011 on a recurring and non-recurring basis:
 
Description
 
Year Ended December 31,
 
Level 1
   
Level 2
   
Level 3
 
   
2012
  $ -     $ -     $ -  
   
2011
    -       -       -  
 
INCOME TAXES
 
The Company is liable for income taxes in the Republic of Cyprus. The standard income tax rate In Cyprus is 10% and tax losses are carried forward indefinitely subject to certain rules regarding change of ownership of a company. Therefore, we have calculated potential benefits of income tax losses, subject to the restrictions below.
 
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
BASIC AND DILUTED NET LOSS PER COMMON SHARE
 
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti-dilutive nature of potential common stock equivalents. Amplerissimo had no common stock equivalents outstanding at December 31, 2012 or December 31, 2011. At December 31, 2012 and 2011, there were 5,000 weighted average number of shares outstanding and the loss per share, both basic and diluted, was $0.09 and $0.12, respectively.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
 
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
 
 
9
 
 
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
 
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.
 
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
 
In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
 
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
 
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.
 
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.
 
 
10
 
 
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
 
NOTE 2 - GOING CONCERN
 
Amplerissimo’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception through December 31, 2012, the Company has accumulated losses aggregating to $4,588 and has insufficient working capital to meet operating needs for the next twelve months as of December 31, 2012, all of which raise substantial doubt about Amplerissimo’s ability to continue as a going concern.
 
NOTE 3 - COMMON STOCK
 
The Company has 5,000 shares of common stock outstanding with a nominal (par) value of €1, all of which were issued as founders’ shares. Upon issuance, the nominal value was charged to Additional Paid in Capital and had no effect on assets, liabilities or equity. The shares are owned 100% by Dimitrios Goulielmos.
 
During the years ended December 31, 2012 and 2011, our sole shareholder paid company expenses of $602 and $917, respectively.
 
NOTE 4 - INCOME TAXES
 
The Company is liable for taxes in the Republic of Cyprus whose standard corporate income tax rate is 10%.
 
The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carryforwards are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was $4,133 and $4,588 at December 31, 2011 and 2012, respectively. The significant components of the deferred tax asset at December 31, 2011 and 2012, are as follows:
 
   
December 31,
2011
   
December 31,
2012
 
             
Deferred tax asset
  $ 413     $ 459  
Valuation allowance
    (413 )     (459 )
Net deferred tax asset
    -       -  
 
NOTE 5 - SUBSEQUENT EVENTS
 
On September 27, 2013 (the “Closing”), Prime Estates and Developments, Inc. a Nevada corporation (“Prime Estates and Developments, Inc.” or the “Registrant”), closed a reverse take-over transaction by which it acquired a private company whose principal activities are as follows:
 
·  
Providing representation through provision of consulting services to various sectors, primarily communications and Hi-Tech industries
·  
Provision of Remote Online Support

 
11
 
 
Pursuant to a Share Exchange Agreement (the “Exchange Agreement”) between the Registrant and Amplerissimo Ltd, a company incorporated in Cyprus (“Amplerissimo”), and Dimitrios Goulielmos, the, sole shareholder of Amplerissimo, the Registrant acquired 100% of Amplerissimo’s issued and outstanding common stock.
 
As a result of the reverse take-over transaction, Dimitrios Goulielmos, sole shareholder of Amplerissimo, became our controlling shareholder and Amplerissimo became our wholly-owned subsidiary, and we acquired the business and operations of Amplerissimo.
 
Under the Exchange Agreement, the Registrant completed the acquisition of all of the issued and outstanding shares of Amplerissimo through the issuance of 100,000,000 restricted shares of Common Stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo. Immediately prior to the Exchange Agreement transaction, the Registrant had 25,585,532 shares of Common Stock issued and outstanding. Immediately after the issuance of the shares to Dimitrios Goulielmos, sole shareholder of Amplerissimo, the Registrant had 125,585,532 shares of Common Stock issued and outstanding.
 
In connection with the Exchange Transaction, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, the Registrant’s executive officers immediately prior to the Exchange Transaction, resigned their current positions, and Dimitrios Goulielmos became our President and CEO, Panagiotis Drakopoulos became our CFO, and Konstantinos Vassilopoulos became our Secretary. Additionally, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, who were also the Registrant’s directors immediately prior to the Exchange Transaction, remain on the Registrant’s board of directors, and Dimitrios Goulielmos was appointed to the Registrant’s board of directors, effective at Closing.
 
Subsequent events have been evaluated through the date the financial statements were issued.
 
 
12
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Balance Sheets
 
   
June 30,
2013
   
December 31,
2012
 
   
(Unaudited)
       
             
ASSETS
           
Total current assets
    -       -  
                 
TOTAL ASSETS
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses
  $ 490,478     $ 1,403  
Total current liabilities
    490,478       1,403  
                 
TOTAL LIABILITIES
    490,478       1,403  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
Common stock, € 1 par value; 5,000 shares issued and outstanding at June 30, 2013 and December 31, 2012
  $ 7,317     $ 7,317  
Additional paid in capital
    (1,475 )     (2,878 )
Unrealized foreign currency gains (losses)
    1,986       (1,254 )
Deficit accumulated during the development stage
    (498,306 )     (4,588 )
                 
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
    (490,478 )     (1,403 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
13
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Statements of Operations
(Unaudited)
 
   
Six Months Ended June 30,
    Inception (December 8, 2007) to June 30,  
   
2013
   
2012
   
2013
 
                   
OPERATING EXPENSES
                 
General and administrative expenses
  $ 493,718     $ -     $ 498,306  
Total operating expenses
    493,718       -       498,306  
                         
Net income (loss) from operations
    (493,718 )     -       (498,306 )
                         
Net loss
    (493,718 )     -       (498,306 )
                         
OTHER COMPREHENSIVE INCOME (LOSS)
                       
Unrealized foreign currency gains (losses)
    3,240       (890 )     2,934  
Net comprehensive income (loss)
  $ (490,478 )   $ (890 )   $ (495,372 )
                         
Net income (loss) per share - basic and diluted
  $ (98.74 )   $ -          
Weighted average number of shares outstanding
    5,000       5,000          
 
The accompanying notes are an integral part of these financial statements.
 
 
14
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Statements of Stockholders’ Deficit
(Unaudited)

   
Common Stock
    Additional Paid In     Other Comprehensive     Deficit Accumulated During the Development     Total  
   
Shares
   
Par Value
   
Capital
   
Income
   
Stage
   
Equity
 
                                     
Inception, December 8, 2007
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Issue founder's shares
    5,000       7,317       (7,317 )                     -  
Foreign currency translation effect
                            (15 )             (15 )
Net loss, December 8 to December 31, 2007
                                    (980 )     (980 )
Balance, December 31, 2007
    5,000       7,317       (7,317 )     (15 )     (980 )     (995 )
                                                 
Expenses paid by shareholders
                    995                       995  
Foreign currency translation effect
                            41               41  
Net income
                                    (994 )     (994 )
Balance, December 31, 2008
    5,000       7,317       (6,322 )     26       (1,974 )     (953 )
                                                 
Expenses paid by shareholders
                    953                       953  
Foreign currency translation effect
                            (27 )             (27 )
Net loss
                                    (945 )     (945 )
Balance, December 31, 2009
    5,000       7,317       (5,369 )     (1 )     (2,919 )     (972 )
 
 
15
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Statements of Stockholders’ Deficit
(Continued)
 
   
Common Stock
    Additional Paid In     Other Comprehensive     Deficit Accumulated During the Development     Total  
   
Shares
   
Par Value
   
 Capital
   
Income
   
Stage
   
Equity
 
                                     
Expenses paid by shareholders
                972                   972  
Net income
                              (602 )     (602 )
Balance, December 31, 2010
    5,000       7,317       (4,397 )     (1 )     (3,521 )     (602 )
                                                 
Expenses paid by shareholders
                    602                       602  
Foreign currency translation effect
                            (305 )             (305 )
Net loss
                                    (612 )     (612 )
Balance, December 31, 2011
    5,000       7,317       (3,795 )     (306 )     (4,133 )     (917 )
                                                 
Expenses paid by shareholders
                    917                       917  
Foreign currency translation effect
                            (948 )             (948 )
Net loss
                                    (455 )     (455 )
Balance, December 31, 2012
    5,000     $ 7,317     $ (2,878 )   $ (1,254 )   $ (4,588 )   $ (1,403 )
                                                 
Expenses paid by shareholders
                    1,403                       1,403  
Foreign currency translation effect
                            3,240               3,240  
Net loss
                                    (493,718 )     (493,718 )
Balance, June 30, 2013
    5,000     $ 7,317     $ (1,475 )   $ 1,986     $ (498,306 )   $ (490,478 )
 
The accompanying notes are an integral part of these financial statements.
 
 
16
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
 
   
Six Months Ended June 30, 2013
   
Six Months Ended June 30, 2012
   
Inception (December 8, 2007) to June 30, 2013
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net income / (loss)
  $ (493,718 )   $ -     $ (498,306 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Change in operating assets and liabilities:
                       
Accounts payable and accrued expenses
    489,075       (27 )     490,478  
                         
Net cash provided by / (used in) operations
    (4,643 )     (27 )     (7,828 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Expenses paid by shareholders
    1,403       917       5,842  
Net cash provided by/(used in) financing activities
    1,403       917       5,842  
                         
Effect of foreign currency translation
    3,240       (890 )     1,986  
                         
Net change in cash and equivalents
    -       -       -  
Cash and equivalents, beginning of period
    -       -       -  
Cash and equivalents, end of period
  $ -     $ -     $ -  
                         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for income taxes
    -       -       -  

The accompanying notes are an integral part of these financial statements.
 
 
17
 
 
Amplerissimo Ltd.
(A Development Stage Company)
Notes to the Unaudited Financial Statements
Six Months Ended June 30, 2013

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Amplerissimo Ltd. (the “Company”) was incorporated in Cyprus on December 8, 2007 as a private Ltd liability company under the Cyrus Companies Law, Cap. 113. Its registered office is at Krinon, 16, Limassol, 3110, Cyprus.
 
BASIS OF PRESENATATION
 
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.
 
REVENUE RECOGNITION
 
Revenue is recognized when it is realized or realizable and earned. Amplerissimo considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. These criteria are assumed to have been met if a customer orders an item, payment for the item clears, and the goods have been shipped or delivered to the customer. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.
 
USE OF ESTIMATES
 
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
CASH AND CASH EQUIVALENTS
 
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2012 and June 30, 2013, there were no cash equivalents.
 
FINANCIAL INSTRUMENTS
 
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
 
Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
 
Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
 
Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
 
 
18
 
 
The Company’s financial instruments consist principally of cash, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
 
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2012 and 2011 on a recurring and non-recurring basis:
 
Description
 
Period
 
Level 1
   
Level 2
   
Level 3
 
   
June 30, 2013
  $ -     $ -     $ -  
   
December 31, 2012
    -       -       -  
 
INCOME TAXES
 
The Company is liable for income taxes in the Republic of Cyprus. The standard income tax rate in Cyprus is 10% and tax losses are carried forward indefinitely subject to certain rules regarding change of ownership of a company. Therefore, we have calculated potential benefits of income tax losses, subject to the restrictions below.
 
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
BASIC AND DILUTED NET LOSS PER COMMON SHARE
 
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti-dilutive nature of potential common stock equivalents. Amplerissimo had no common stock equivalents outstanding at June 30, 2013 and 2012. At June 30, 2013 and 2012 there were 5,000 weighted average number of shares outstanding and the gain or (loss) per share, both basic and diluted, was $(98.74) and $0.00, respectively.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
 
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
 
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
 
 
19
 
 
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.
 
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
 
In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
 
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
 
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.
 
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.
 
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
 
 
20
 
 
NOTE 2 - GOING CONCERN
 
Amplerissimo’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception through June 30, 2013, the Company has accumulated losses aggregating to $498,306 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2013, all of which raise substantial doubt about Amplerissimo’s ability to continue as a going concern.
 
NOTE 3 - COMMON STOCK
 
The Company has 5,000 shares of common stock outstanding with a nominal (par) value of €1, all of which were issued as founders’ shares. Upon issuance, the nominal value was charged to Additional Paid in Capital and had no effect on assets, liabilities or equity. The shares are owned 100% by Dimitrios Goulielmos.
 
During the six months ended June 30, 2013, our sole shareholder paid $1,403 in expenses.
 
NOTE 4 - INCOME TAXES
 
The Company is liable for taxes in the Republic of Cyprus whose standard corporate income tax rate is 10%.
 
The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carryforwards expire beginning in 2025 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was $498,306 and $4,588 at June 30, 2013 and December 31, 2012, respectively. The significant components of the deferred tax asset at June 30, 2013 and December 31, 2012 are as follows:
 
   
June 30,
2013
   
December 31,
2012
 
   
(Unaudited)
       
             
Deferred tax asset
  $ 49,831     $ 459  
Valuation allowance
    (49,831 )     (459 )
Net deferred tax asset
    -       -  
 
NOTE 5 - SUBSEQUENT EVENTS
 
On September 27, 2013 (the “Closing”), Prime Estates and Developments, Inc. a Nevada corporation (“Prime Estates and Developments, Inc.” or the “Registrant”), closed a reverse take-over transaction by which it acquired a private company whose principal activities are as follows:
 
·  
Providing representation through provision of consulting services to various sectors, primarily communications and Hi-Tech industries
·  
Provision of Remote Online Support

 
21
 
 
Pursuant to a Share Exchange Agreement (the “Exchange Agreement”) between the Registrant and Amplerissimo Ltd, a company incorporated in Cyprus (“Amplerissimo”), and Dimitrios Goulielmos, the, sole shareholder of Amplerissimo, the Registrant acquired 100% of Amplerissimo’s issued and outstanding common stock.
 
As a result of the reverse take-over transaction, Dimitrios Goulielmos, sole shareholder of Amplerissimo, became our controlling shareholder and Amplerissimo became our wholly-owned subsidiary, and we acquired the business and operations of Amplerissimo.
 
Under the Exchange Agreement, the Registrant completed the acquisition of all of the issued and outstanding shares of Amplerissimo through the issuance of 100,000,000 restricted shares of Common Stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo. Immediately prior to the Exchange Agreement transaction, the Registrant had 25,585,532 shares of Common Stock issued and outstanding. Immediately after the issuance of the shares to Dimitrios Goulielmos, sole shareholder of Amplerissimo, the Registrant had 125,585,532 shares of Common Stock issued and outstanding.
 
In connection with the Exchange Transaction, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, the Registrant’s executive officers immediately prior to the Exchange Transaction, resigned their current positions, and Dimitrios Goulielmos became our President and CEO, Panagiotis Drakopoulos became our CFO, and Konstantinos Vassilopoulos became our Secretary. Additionally, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, who were also the Registrant’s directors immediately prior to the Exchange Transaction, remain on the Registrant’s board of directors, and Dimitrios Goulielmos was appointed to the Registrant’s board of directors, effective at Closing.
 
Subsequent events have been evaluated through the date the financial statements were issued.
 
 
 
 
 
22