UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-1


REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933


Global Boatworks Holdings, Inc .

(Exact name of registrant as specified in its charter)


 

 

 

 

 

 

 

 

 

 

Florida

 

5550

 

47-1106175

(State or other jurisdiction of incorporation)

 

(Primary Standard Industrial Classification Code Number)

 

(I.R.S. Employer Identification Number)


2637 Atlantic Blvd.

#134

Pompano Beach, FL 33062

Telephone 954-934-9400

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)


Brenda Hamilton, Esq.

Hamilton & Associates Law Group, P.A.

101 Plaza Real South, Suite 202 N

Boca Raton, FL 33432

Tel: (561) 416-8956

Fax: (561) 416-2855

https://www.securitieslawyer101.com

(Name, address, including zip code, and telephone number,

Including area code, of agent for service)


 

Copies to:

Brenda Hamilton, Esq.

Hamilton & Associates Law Group, P.A.

101 Plaza Real South, Suite 202 N

Boca Raton, FL 33432

Tel: (561) 416-8956

Fax: (561) 416-2855

https://www.securitieslawyer101.com


Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  [ X ]


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]



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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


 

 

 

 

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reporting company

[X]

(Do not check if a smaller reporting company)

 

 

 

 

Calculation of Registration Fee


 

 

 

 

 

 

 

 

 

Title of Each Class Of Securities to be Registered

 

Amount to be Registered(1)

 

Proposed Maximum Offering Price per Share (2)

 

Proposed Maximum Aggregate Offering Price

 

Amount of Registration  

Fee (3)

Common stock, $.0001 par value

  

1,130,000

 

$0.20

 

226,000

 

$ 29.10

 

(1) Represents 1,130,000 shares of our common stock being registered for resale on behalf of the selling shareholders named in this registration statement.

(2) Until such time as our common shares are quoted on the OTC Bulletin Board, our shareholders will sell their shares at the price of $0.20 per share.

(3) Calculated under Rule 457 of the Securities Act of 1933 as $0.12880 of the aggregate offering price.

(4) In accordance with Rule 416(a), this registration statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.


The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.




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PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION ON ______


Global Boatworks Holdings, Inc .


1,130,000 shares of common stock


Selling shareholders are offering up to 1,130,000 shares of common stock.  The selling shareholders will offer their shares at $0.20 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices.  We will not receive proceeds from the sale of shares by the selling shareholders.


There are no underwriting commissions involved in this offering. We have agreed to pay all the costs of this offering.  Selling shareholders will pay no offering expenses.


Prior to this offering, there has been no market for our securities.  Our common stock is not now listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTC Bulletin Board.  There is no guarantee that our securities will ever trade on the OTC Bulletin Board or on any listed exchange.


We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and will therefore be subject to reduced public company reporting requirements.


This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.  See “Risk Factors” beginning on page 11.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.  Any representation to the contrary is a criminal offense.


The date of this prospectus is ______ , 2015



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TABLE OF CONTENTS

PAGE NO

 

 

PROSPECTUS SUMMARY

5

RISK FACTORS

11

FORWARD LOOKING STATEMENTS

19

USE OF PROCEEDS

19

DETERMINATION OF OFFERING PRICE

20

DILUTION

20

SELLING STOCKHOLDERS

20

DESCRIPTION OF SECURITIES

24

MARKET FOR OUR SECURITIES AND RELATED SHAREHOLDER MATTERS

25

OUR BUSINESS

28

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS

34

MANAGEMENT

37

EXECUTIVE COMPENSATION

39

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

41

PLAN OF DISTRIBUTION

42

LEGAL PROCEEDINGS

44

INTERESTS OF NAMED EXPERTS

44

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

44

ADDITIONAL INFORMATION

45

FINANCIAL STATEMENTS

F-1

SIGNATURES

52




















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We have not authorized any person to give you any supplemental information or to make any representations for us.  You should not rely upon any information about our company that is not contained in this prospectus.  Information contained in this prospectus may become stale.  You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares.  Our business, financial condition, results of operations and prospects may have changed since those dates.  The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.


In this prospectus, “Global Boatworks” the “Company,” “we,” “us,” and “our” refer to Global Boatworks Holdings, Inc. a Florida corporation.


PROSPECTUS SUMMARY


This summary highlights information contained elsewhere in this prospectus.  This summary does not contain all of the information you should consider before investing in our securities.  You should read the entire prospectus, including “Risk Factors” and the consolidated financial statements and the related notes before making an investment decision.


You should carefully read all information in the prospectus, including the consolidated financial statements and their explanatory notes, under the Financial Statements section of this prospectus prior to making an investment decision.


The “Company”, “us”, “we” and “our” refer to Global Boatworks Holdings, Inc., a Florida corporation and its wholly-owned subsidiary, Global Boatworks, LLC, a company formed pursuant to the laws of the state of Florida.


Company Organization


We are a development-stage company, incorporated in the state of Florida on May 11, 2015, to acquire our wholly owned subsidiary Global Boatworks, LLC, a Florida limited liability company formed on June 16, 2014, to commercialize upscale floating vessels built on a barge bottom.  We own one floating vessel, the Miss Leah, which we acquired from a related party on September 25, 2014, as a prototype and to operate as a short term rental in Boston Harbor, Massachusetts.


From June 16, 2014 through April 10, 2015, Global Boatworks, LLC received $103,000 from the sale of 1,030,000 shares of its common stock at the price of $0.10 per share.  On October 16, 2014, Global Boatworks, LLC sold 30,000 shares of its common stock to Michael Silveri, our Vice President and Director, at the price of $0.167 per share or an aggregate of $5,000.


On June 16, 2014, Global Boatworks, LLC issued 4,370,000 and 100,000 common shares, respectively to Robert Rowe, our Chief Executive Officer, President, Treasurer and Director and his spouse Leah Rowe, our Secretary, for $0.000055 and $0.000055 per share or an aggregate of $244.41 and $5.59 respectively.


Since inception, Global Boatworks, LLC sold an aggregate of 600,000 common shares for services which we valued at $0.10 per share.


On May 11, 2015, we issued an aggregate of 6,130,000 shares of our common stock to the owners of Global Boatworks, LLC for 6,130,000 of its common shares representing one hundred percent (100%) of its outstanding securities.  The transaction was approved by 100% of the directors and security holders of each company. As a result of our acquisition of Global Boatworks, LLC:



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Global Boatworks, LLC became our wholly owned subsidiary,

The officers and directors of Global Boatworks, LLC became our officers and directors,

The shareholders of Global Boatworks, LLC became our shareholders, and

The operations of Global Boatworks, LLC became our operations.


Our principal executive office is located at 2637 Atlantic Blvd, #134, Pompano Beach, Florida 33062. Our telephone number is 954-934-9400.  Our website is www.globalboatworks.global and is not part of this prospectus.


Our auditors have included a “going concern” explanatory paragraph in their audit opinion meaning that we face uncertainties that our business will not succeed or be viable.  Additionally, it is likely that we will need additional capital or additional financing in the future, and if such financing is not available to us on acceptable terms, our business may suffer or fail as a result.  


Business


We plan to generate revenues from the sale of our upscale floating vessels and rental of company owned vessels.  We have not yet generated revenues from the sale of our vessels.


For the period from June 16, 2014 (inception) through December 31, 2014 and three (3) months ended March 31, 2015, we have a net loss of $6,870 and $47,898 respectively.  For the period from June 16, 2014 (inception) through December 31, 2014, and three (3) months ending March 31, 2105, we had revenues of $4,724 and $0.00 from short term rentals of our vessel in Boston Harbor, Massachusetts.


Our operations to date and those of Global Boatworks, LLC, our wholly owned subsidiary include:


development of our business plan;

acquisition of our company owned vessel, the Miss Leah;

locating designers for our Luxuria models;

completing the design of our Luxuria models;

identifying amenities to be offered with the Luxuria models;

selecting Lauderdale Marine Center as the manufacturer of the Luxuria models;

developing marketing strategies;

marketing the short term rental of the Miss Leah on Home Away and Vacation Rentals By Owner (VRBO); and

renting the Miss Leah on a short term basis as a vacation rental.


As of July 8, 2015, we had cash on hand of $22,500 for our operational needs.  Currently, our operating expenses are approximately $7,500 per month.  After this registration statement is declared effective, our operating expenses will be approximately $12,500 per month.  If we fail to generate sufficient revenues or raise additional funds to meet our monthly operating costs we will not have available cash for our operating needs after approximately three (3) months.


Risk Factors


Our ability to successfully operate our business and achieve our goals and strategies is subject to numerous risks including:


There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources.


If we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.



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We are a development-stage company with little or no historical performance for you to base an investment decision upon and we may never become profitable.


We are dependent on sales of our securities to fund our operations.


We may be subject to significant regulations in the future and may not be able to obtain necessary regulatory clearances to sell our products.


Expenses required to operate as a public company will reduce funds available to develop our business.


We may be subject to product liability claims and we do not have insurance coverage for such claims.


Our officers and directors have other business interests and we may compete with these interests for management time.


Our officers and directors have no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting.


The offering price of the common shares being registered on behalf of the Selling Shareholders has been arbitrarily determined by us and bears no relationship to any criteria of value.


Our common stock is not currently quoted or listed and may never be quoted or listed by the OTC Bulletin Board or any other listing or quotation service and if listed, no market may ever develop for our common stock, or if developed, may not be sustained in the future.  


Emerging Growth Company


We are an emerging growth company under the JOBS Act.  We shall continue to be deemed an emerging growth company until the earliest of:


The last day of our fiscal year during which we have had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five (5) years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;


The last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective IPO registration statement.


The date on which we have, during the previous three (3) year period, issued more than $1,000,000,000 in non-convertible debt; or


The date on which we are deemed to be a large accelerated filer , as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.



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As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley Act. Section 404(a) requires issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting.  This statement shall also assess the effectiveness of such internal controls and procedures.  Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.


As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which requires the shareholder approval of executive compensation and golden parachutes.  These exemptions are also available to us as a Smaller Reporting Company.


We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.


The Offering


As of the date of this prospectus, we had 6,130,000 shares of common stock outstanding.  


Selling shareholders are offering up to 1,130,000 shares of common stock, the majority of which we sold in a private placement from June 16, 2014 through April 10, 2015.  Of the 1,130,000 shares being registered 1,030,000 were sold in a private placement at the price of $0.10 per share and 100,000 shares were issued for services, which we valued at $0.10 per share or an aggregate of $10,000.  


The selling shareholders will offer their shares at $0.20 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.


We will pay all expenses of registering the securities, estimated at approximately $70,000.  We will not receive any proceeds of the sale of these securities.



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To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.


Financial Summary


The tables and information below are derived from our audited financial statements for the period from Global Boatworks, LLC’s inception on June 16, 2014 to December 31, 2014, and unaudited financial information to March 31, 2015.  Our working capital (deficit) as of December 31, 2014, and March 31, 2015 was ($3,749) and $94,246 respectively.   


Once this registration statement is declared effective, our operating expenses will be approximately $12,500 per month.  As of July 8, 2015, we had cash on hand of approximately $22,500 which is sufficient to pay our operating expenses for approximately 3 months.  


Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the consolidated financial statements and their explanatory notes before making an investment decision.


 

At March 31, 2015

Unaudited

 

At December 31, 2014

 

Predecessor

At December 31, 2013

Financial Summary

 

 

 

 

 

 

 

 

  

 

 

Cash

   $   36,005

 

   $   3,662 

 

     $   380 

 

 

 

 

 

 

Total Assets

   $   108,782

 

$   8,477

 

  $   2,465

 

 

 

 

 

 

Total Liabilities

   $   111,300

 

$   110,097

 

  $   15,789

  

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

   $   (2,518)

 

$   (101,620)

 

  $   (13,324)



 



For The Three (3) Months Ending March 31, 2015 Unaudited

 



Successor From June 16, 2014 (Inception) Through December 31, 2014

 

Predecessor From January 1, 2014 Through September 24, 2014

 

Predecessor

For The Year Ended December

31, 2013

Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

      $   0

 

      $   4,724

 

  $   38,359

 

  $   36,360

 

 

 

 

 

 

 

 

Total Expenses

      $   47,898

 

      $   8,867

 

  $   26,176

 

  $   26,523

 

 

 

 

 

 

 

 

Net Income (loss) for the Period

      $   (47,898)

 

      $   (6,870)

 

  $   4,267

 

  $   (1,846)




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THE OFFERING


 

 

Shares of Common Stock offered by Selling Shareholders

1,130,000 Common Shares

Previous Offering of Our Common Shares

From June 16, 2014 through April 10, 2015, we sold 1,030,000 common shares for the per share price of $0.10 or an aggregate of $103,000.


On October 16, 2014, we sold 30,000 common shares to our Vice President at the price of $0.167 per share.


From inception, Global Boatworks, LLC issued 600,000 shares for services which we valued at $0.10 per share.


On June 16, 2014, we issued 4,370,000 shares to Robert Rowe, our Chief Executive Officer, President, Treasurer and Director for $0.000055 per share or an aggregate of $244.41. On June 16, 2014, we issued 100,000 shares to Leah Rowe, our Secretary for $0.000055 per share or an aggregate of $5.59.

Shares of Common Stock Outstanding Before the Offering

6,130,000 Common Shares

Shares of Common Stock Outstanding After the Offering

6,130,000 Common Shares

Terms of the Offering

The selling shareholders will determine when and how they will sell the securities offered in this prospectus.

Trading Market

There is currently no trading market for our common stock. We intend to apply soon for quotation on the OTC Bulletin Board. We will require the assistance of a market maker to apply for quotation and there is no guarantee that a market maker will agree to assist us.

Expenses

We will pay all expenses of registering the securities estimated at approximately $71,529.

Use of the Proceeds

We will not receive proceeds from the resale of shares by the selling shareholders.

Risk Factors

The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” below.




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RISK FACTORS


You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision with regard to our securities.  The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.  If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.


Risks Related to Our Financial Condition


There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

 

We incurred net losses of $6,870 and $47,898 for the period from June 16, 2014 (inception) through December 31, 2014, and three (3) months ending March 31, 2015, respectively.  As a result, our independent registered public accounting firm has included an explanatory paragraph in its audit opinion that we may be unable to continue as a going concern.  Our limited operating history and financial resources raises substantial doubt about our ability to continue as a going concern and our consolidated financial statements contain a going concern qualification.  Our consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations.


We are an early stage company with little or no historical performance for you to base an investment decision upon, and we may never become profitable.


We are a recently formed company.  For the period from June 16, 2014 (inception) through December 31, 2014 and three (3) months ended March 31, 2015, we had revenues of $4,724 and $0 respectively. For the period from June 16, 2014 (inception) through December 31, 2014 and three (3) months ended March 31, 2015, we have a net loss of $6,870 and $47,898 respectively.  Accordingly, we have limited historical performance upon which you may evaluate our prospects for achieving our business objectives and becoming profitable in light of the risks, difficulties and uncertainties frequently encountered by early stage companies such as us.  Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an early stage company, and whether we will ever become profitable.


We are dependent on the sale of our securities to fund our operations.


From June 16, 2014 to April 10, 2015 we received proceeds of $108,000 from the sale of 1,060,000 shares of our common stock, which funds our current operations.  We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs.  Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.



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If we are unable to generate sufficient revenues for our operating expenses we will need financing, which we may be unable to obtain; should we fail to obtain sufficient financing, our revenues will be negatively impacted.


For the period from June 16, 2014 (inception) through December 31, 2014 and three (3) months ending March 31, 2015, we had revenues of $4,724 and $0 respectively for rental of our company owed vessel.  For the period from June 16, 2014 (inception) through December 31, 2014, and three (3) months ending March 31, 2015, we have a net loss of $6,870 and $47,898 respectively.  Because we have limited revenues and lack historical financial data, including revenue data, our future revenues are unpredictable.  Our operating expenses are presently approximately $7,500 per month or $90,000 annually.  After this registration statement is declared effective our operating expenses will increase by approximately $5,000 per month and be approximately $12,500 per month or $150,000 annually.  We will require $12,500 per month or $150,000 over the next twelve (12) months to meet our operational costs, which consist of rent, advertising, salaries and other general, administrative expenses to comply with the costs of being an SEC reporting company.


As the date of July 8, 2015, we had cash on hand of approximately $22,500 which is sufficient to pay our operating expenses for approximately three (3) months.  There is no assurance we will have sufficient funds available to implement our plan of operations which could cause you to lose your investment.


Until we generate material operating revenues, we require additional debt or equity funding to continue our operations and implement our plan of operations.  We intend to raise additional funds from an offering of our stock in the future; however, this offering may never occur, or if it occurs, we may be unable to raise the required funding.  We do not have any plans or specific agreements for new sources of funding and we have no agreements for financing in place.


Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.


Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned.  We may also be required to hire additional staff to comply with additional SEC reporting requirements.  We anticipate that the cost of SEC reporting will be approximately $60,000 annually.  Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.  If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTC Bulletin Board, or, if we have secured a qualification, we may lose the qualification and our securities would no longer trade on the OTC Bulletin Board.  Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.


Risks Related to Our Business


Our business is subject to significant regulations which increase our operating costs; if we fail to comply with these regulations our operations will be negatively impacted.


Our business involves the use, handling, storage, and contracting for recycling or disposal of hazardous or toxic substances or wastes, including environmentally sensitive materials, such as motor oil, waste motor oil and filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline, and diesel fuels. Accordingly, we are subject to regulation by federal, state, and local authorities establishing requirements for the use, management, handling, and disposal of these materials and health and environmental quality standards, and liability related thereto, and providing penalties for violations of those standards.



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Regulatory approval processes may be expensive, time-consuming and uncertain, and our failure to obtain or comply with these approvals or clearances could harm our business, financial condition and operating results.


Our industry is highly competitive, and our failure to compete effectively could adversely affect our market share, financial condition and future growth.


We operate in a highly competitive environment. In addition to facing competition generally from businesses seeking to attract discretionary spending dollars, the recreational boat industry itself is highly fragmented, resulting in intense competition. We compete with single location boat and yacht dealers and, to a lesser degree, with national specialty marine stores. Dealer competition is based on the quality of available products, the price and value of the products and attention to customer service. There is significant competition in the markets which we plan to enter.


Our competitors are large national or regional chains that have substantially greater financial, marketing and other resources than us.  There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressure will not have a material adverse effect on our business, operating results and financial condition.


The purchase of our products is discretionary, and may be negatively impacted by adverse trends in the general economy and make it more difficult for us to generate revenues.


Our business is affected by general economic conditions since our products are discretionary and we depend, to a significant extent, upon a number of factors relating to discretionary consumer spending.  These factors include economic conditions and perceptions of such conditions by consumers, employment rates, the level of consumers’ disposable income, business conditions, interest rates, consumer debt levels and availability of credit.  Consumer spending on our products may be adversely affected by negative trends and changes in general economic conditions.


The success of our business depends on our ability to market our Luxuria vessels effectively.


Our ability to establish effective marketing and advertising campaigns is the key to our success.  Our advertisements must effectively promote our corporate image, our Luxuria vessels and the pricing of such products. If we are unable to create awareness of our products, we may not be able to attract customers.  Our marketing activities may not be successful in promoting the products we sell or pricing strategies or in retaining and increasing our customer base.  We cannot assure you that our marketing programs will be adequate to create a demand for our products support our future growth, which may result in a material adverse effect on our results of operations.


We may be subject to product liability claims and we do not have insurance coverage for such claims which could negatively impact our financial condition.


By selling boats, we will face an inherent business risk of exposure to product liability claims in the event that the use of our products results in personal injury or death.  Also, in the event that any of the components of our vessels is defective, we may be required to recall or replace such components.  We maintain product liability insurance coverage in the amount of $300,000 to protect us from such claims, which may not be sufficient coverage for claims against us.  A successful product liability claim or series of claims brought against us would negatively impact our business and cause you to lose your investment.


We may be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to sell some of our products.


We have no secured intellectual property protection of the Global Boatworks or Luxuria names.  Our industry is characterized by vigorous pursuit and protection of intellectual property rights, which has resulted in protracted and expensive litigation for several companies.  Third parties may assert claims of misappropriation of trade secrets or infringement of intellectual property rights against us for which we may be liable.



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If our business expands, the number of products and competitors in our markets increases and product overlaps occur, infringement claims may increase in number and significance.  Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we would be successful in defending ourselves against intellectual property claims.  Further, many potential litigants have the capability to dedicate substantially greater resources than we can to enforce their intellectual property rights and to defend claims that may be brought against them.  Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing our products.


If we fail to develop the Global Boatworks and Luxuria brand, cost-effectively, our business may be adversely affected.


The success of our products marketed under the Global Boatworks and Luxuria brands will depend upon the effectiveness of our marketing efforts.  Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building the brands.  If we fail to successfully promote and maintain our brands, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.


Risks Related To Our Management


Should we lose the services of Robert Rowe, our Chief Executive Officer, President, Treasurer and Director, our financial condition and proposed expansion may be negatively impacted.


Our future depends on the continued contributions of Robert Rowe , our Chief Executive Officer, President, Treasurer and Director, who would be difficult to replace.  Mr. Rowe is our only fulltime employee. Mr. Rowe’s services are critical to the management of our business and operations.   We do not maintain key man life insurance on any of our officers or directors. Should we lose the services of any of our officers and directors, we may be unable to replace their services with equally competent and experienced personnel and our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.


Certain officers and directors devote limited time to our business, which may negatively impact upon our plan of operations, implementation of our business plan and our potential profitability.


Our Chief Executive Officer, President, Treasurer and Director, Robert Rowe is our only full time employee. Leah Rowe, our Secretary spends approximately fifteen (15) hours per week on our business and Michael Silveri, our Vice President and Director spends approximately eight (8) hours per month on our business.  The limited amount of time Ms. Rowe and Mr. Silveri devote to our business activities in the future, may be inadequate to implement our plan of operations and develop a profitable business.


Our officers and directors have no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting.


We have never operated as a public company and our management has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting.  As a result, we may not be able to operate successfully as a public company, even if our operations are successful.  We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission.  However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.



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We will incur additional costs and management time related expenses pertaining to SEC reporting obligations and SEC compliance matter and our management has no experience in such matters.


Robert Rowe, our Chief Executive Officer, President, Treasurer and Director is responsible for managing us, including compliance with SEC reporting obligations and maintaining disclosure controls and procedures and internal control over financial reporting.  These public reporting requirements and controls are new to these individuals and at times will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business.  Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities law violations that may result in additional compliance costs or costs associated with SEC judgments or fines, each of which would increase our costs and negatively affect our potential profitability and our ability to conduct our business.


Because we do not have an audit or compensation committee, shareholders will be required to rely on the members of our Board of Directors, who are not independent, to perform these functions.


We do not have an audit or compensation committee or Board of Directors as a whole that is composed of independent directors.  Because our directors are also our officers and controlling shareholders, they are not independent.  There is a potential conflict between their or our interests and our shareholders’ interests, since our directors are also our officers who will participate in discussions concerning management compensation and audit issues that may affect management decisions.  Until we have an audit or compensation committee or independent directors, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.


We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.


We are an "emerging growth company," as defined in the JOBS Act.  For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments, not previously approved.  We could be an emerging growth company for up to five (5) years, although we could lose that status sooner if our revenues exceed $1,000,000,000, if we issue more than $1,000,000,000 in non-convertible debt in a three (3) year period, or if the market value of our common stock held by non-affiliates exceeds $100,000,000 as of any April 30 th date before that time, in which case we would no longer be an emerging growth company as of the following April 30 th .  We cannot predict whether investors will find our common stock less attractive because we may rely on these exemptions.  If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.


We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.



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Risks Related to Our Common Stock


The offering price of the common shares being registered on behalf of the Selling Shareholders has been arbitrarily determined by us and bears no relationship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of the value of the shares being registered.


Currently, there is no public market for our common stock.  The offering price for the common shares being registered on behalf of the selling shareholders named in this registration statement has been arbitrarily determined by us and is not based on assets, operations, book or other established criteria of value.  Thus, investors should be aware that the offering price does not reflect the market price or value of our common shares.


Our officers and directors have voting control over all matters submitted to a vote of our common stockholders, which will prevent our minority shareholders from having the ability to control any of our corporate actions.


As of the date of this prospectus, we had 6,130,000 shares of common stock outstanding, each entitled to one vote per common share.  Our Chief Executive Officer, President, Treasurer and Director, Robert Rowe, controls 4,470,000 shares which represents approximately seventy three percent (73%) of our outstanding shares. This entitles Mr. Rowe  to control all matters submitted to a vote of our common stockholders.  As a result, our management has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors.  Our management’s control of our voting securities may make it impossible to complete some corporate transactions without its support and may prevent a change in our control.  In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

 

Our common stock is not currently quoted or listed and may never be quoted or listed by the OTC Bulletin Board or any other listing or quotation service and if listed, no market may ever develop for our common stock, or if developed, may not be sustained in the future. Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

 

Our common stock is currently not quoted on any market.  No market may ever develop for our common stock, or if developed, may not be sustained in the future.  The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares.  Accordingly, even if we are successful in having the shares available for trading on the OTC Bulletin Board, investors should consider any secondary market for our common shares to be a limited one.  We intend to seek coverage and publication of information regarding the company in an accepted publication, which permits a "manual exemption."  This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state.  However, it is not enough for the security to be listed in a recognized manual.  The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.  Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals.  The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

 



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Accordingly, our common shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.


We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.


The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.  We anticipate that our common stock will be a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”.  This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers.  For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale.  As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of purchasers to sell any of our common shares in the secondary market.


For any transaction (other than an exempt transaction) involving a penny stock, the rules require delivery, prior to such transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market.  Disclosure is also required to be made regarding sales commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities.  Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.


We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule.  In any event, even if our common stock is exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.


Sales of our common stock under Rule 144 could reduce the price of our stock.


None of the 6,130,000 common shares outstanding are currently eligible for resale under Rule 144.  In general, persons holding restricted securities in a SEC reporting company, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent (1%) of the total issued and outstanding shares in any ninety (90) day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.



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Our common stock is not currently quoted or listed and may never be quoted or listed by the OTC Bulletin Board or any other listing or quotation service.  If we are not required to continue filing reports under Section 15(d) of the Securities Exchange Act of 1934 in the future, for example because we have less than three hundred (300) shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A, our common shares (if listed or quoted) would no longer be eligible for quotation, which could reduce the value of your investment.


As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d).  However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred (300) shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common stock can no longer be quoted on the OTC Bulletin Board, which could reduce the value of your investment.  Of course, there is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective.  Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC.  In addition, our officers, directors and ten percent (10%) stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  Thus the filing of a Form 8-A in such event makes our common shares continued to be able to be quoted on the OTC Bulletin Board.


We may, in the future, issue additional securities, which would reduce investors’ percent of ownership and may dilute our share value.


Our Articles of Incorporation authorize us to issue 90,000,000 shares of common stock and 10,000,000 shares of blank check preferred stock.  As of the date of this prospectus, we had 6,130,000 shares of common stock and no preferred shares outstanding.  Accordingly, we may issue up to an additional 83,870,000 shares of common stock and 10,000,000 shares of blank check preferred stock.  The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders.  We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock.  Our board of directors may designate the rights, terms and preferences of our authorized but unissued preferred shares at its discretion including conversion and voting preferences without notice to our shareholders.


We will be subject to the 15(d) reporting requirements under the Securities Exchange Act of 1934, upon effectiveness of this registration statement which does not require a company to file all the same reports and information as a fully reporting company.


Upon effectiveness of this registration statement, we will be subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934.  We are required to file the necessary reports in the fiscal year that the registration statement is declared effective.  After that fiscal year and provided that we have less than three hundred (300) shareholders, we are not required to file these reports.  If the reports are not filed, the investors will have reduced information about us including about our business, plan of operations and financial condition.  In addition, as a filer subject to Section 15(d) of the Exchange Act, we are not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; we will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten percent (10%) shareholders are not required to file beneficial ownership reports about their holdings of our common shares; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.



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There is no assurance of a public market or that our common stock will ever trade on a recognized stock exchange.  Therefore, you may be unable to liquidate your investment in our stock.


There is no established public trading market for our common stock.  Our shares have not been listed or quoted on any exchange or quotation system.  There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained.  In the absence of a trading market, an investor may be unable to liquidate their investment.


Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.


We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance our business.  As a result, we do not anticipate paying any cash dividends in the foreseeable future.  Our payment of any future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, operating results, cash needs, growth plans and other factors.  Accordingly, investors that are seeking cash dividends should not purchase our common stock.


As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.


Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks.  As a result, if we are a penny stock we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.


FORWARD LOOKING STATEMENTS


Some of the statements in this prospectus are “forward-looking statements.”  These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors”.  The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements.  We caution you not to place undue reliance on these forward-looking statements.  We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments.  However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer.  Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.


USE OF PROCEEDS


We will not receive proceeds from the sale of the shares by selling shareholders.



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DETERMINATION OF OFFERING PRICE


From June 16, 2014 through April 10, 2015, we sold 1,030,000 shares of our common stock at the price of $0.10 per share or an aggregate of $103,000. On October 16, 2014, we sold 30,000 shares of our common stock to Michael Silveri, our Vice President and Director at the price of $0.167 per share or an aggregate of $5,000. On June 16, 2014, we issued 4,370,000 and 100,000 common shares respectively to Robert Rowe, our Chief Executive Officer, President, Treasurer and Director and his spouse, Leah Rowe, our Secretary, for $0.000055 per share or an aggregate of $244.41 and $5.59 respectively.


Since inception we issued 600,000 shares for services which we valued at $0.10 per share. We are registering 1,030,000 shares sold for cash consideration and 100,000 common shares issued for services rendered.


Our management has determined the offering price for the common shares being registered in this offering on behalf of the selling shareholders.  The offering price of the shares has been determined arbitrarily by us. It is not based upon an independent assessment of the value of our shares and should not be considered as such.  The price of the shares the selling shareholders are offering was arbitrarily determined.  The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. The factors considered were:


Our limited revenues;

Our growth potential; and

The price we believe a purchaser is willing to pay for our stock.


The offering price of the shares by the selling shareholders does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation.  Prior to this offering, there has been no market for our securities.  Accordingly, the offering price should not be considered an indication of the actual value of the securities.


DILUTION


Not applicable.  We are not offering any shares in this registration statement.  All shares are being registered on behalf of our selling shareholders.


SELLING STOCKHOLDERS


The selling shareholders named below are selling the securities described below.  The table assumes that all of the securities will be sold in this offering.  However, any or all of the securities listed below may be retained by any of the selling security holders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling security holders upon termination of this offering.



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We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated.  We will not receive any proceeds from the sale of the securities by the selling security holders.  None of our selling shareholders is or is affiliated with a broker-dealer.  All selling shareholders may be deemed underwriters. The percentages below are based upon 6,130,000 common shares outstanding.


Selling shareholders are offering up to 1,130,000 shares of common stock which we sold in a private placement from June 16, 2014 through April 10, 2015. Of the 1,130,000 shares being registered, 1,030,000 were sold in a private placement at the price of $0.10 per share and 100,000 shares were issued for services, which we valued at $0.10 per share or an aggregate of $10,000.  


We are not registering common shares held directly or indirectly by our officers or directors.


We relied on Section 4(2) of the Securities Act of 1933, as amended for the offer and sale of the securities in the chart below.  We believe that Section 4(2) was available because:


Each investor had a pre-existing relationship with our Chief Executive Officer, President, Treasurer and Director, Robert Rowe at the time of the offer and sale;

None of these issuances involved underwriters, underwriting discounts or commissions;

Restrictive legends were and will be placed on all certificates issued as described above; and

The offer and sale of the securities did not involve general solicitation or advertising.


In connection with the foregoing transactions, we provided the following to all investors.


Access to all of our books and records.

Access to all material contracts and documents relating to our operations.

The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.



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Name of the Beneficial Holder

Number of Common Shares Held Before the Offering

Percentage Owned Before the Offering

Number of Common Shares Being Offered

Shares Held After Assuming All Common Shares Being Registered Are Sold (1) (2)

Percentage Held After Offering Assuming All Common Shares Being Registered Are Sold

Michael Athanas(3)

10,000

<1%

10,000

0

0

Robert Athanas(3)

10,000

<1%

10,000

0

0

Vincent Beatty(4)

50,000

<1%

50,000

0

0

Louis Bowzeres

20,000

<1%

20,000

0

0

Cheryl E. Bramos(5)

15,000

<1%

15,000

0

0

Luke A. Bramos(5)

10,000

<1%

10,000

0

0

Richy C. Bramos(5)

100,000

1.6%

50,000

50,000

<1%

Robert A. Bramos(6)

10,000

<1%

10,000

0

0

Ronny A. Bramos(6)

100,000

1.6%

50,000

50,000

<1%

Tina M. Bramos(6)

15,000

<1%

15,000

0

0

Ashley Hall(7)

50,000

<1%

50,000

0

0

Heather Hall(7)

100,000

1.6%

50,000

50,000

<1%

Madison Hall(7)

50,000

1.6%

50,000

0

0

Robert Hall(7)

100,000

1.6%

50,000

50,000

<1%

Mike Kiernan(8)

100,000

1.6%

50,000

50,000

<1%

Nancy Kiernan(8)

30,000

<1%

30,000

0

0

Lisa Rogers

110,000

1.8%

50,000

70,000

<1%

Santo J. Ruma

10,000

<1%

10,000

0

0

Gertrude Scamadella

20,000

<1%

20,000

0

0

James C. Stavrojohn

10,000

<1%

10,000

0

0



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Michael Weir

10,000

<1%

10,000

0

0

Steven Weiss

100,000

1.6%

50,000

50,000

<1%

Hamilton and Associates Law Group, P.A.(9)

100,000

1.6%

50,000

50,000

<1%

Total

1,130,000

 

720,000

420,000

 


(1) Based upon 6,130,000 common shares outstanding.

(2) Assuming that all 1,130,000 shares being registered are sold.   

(3) Michael Atanas and Robert Atanas are brothers. Both are over the age of twenty one (21) and do not reside in the same households.

(4) On February 12, 2015 we sold 50,000 common shares to Vincent Beatty at the price of $0.10 per share or an aggregate of $5,000. On January 12, 2015 we issued 500,000 common shares to Oceanside Equities, Inc. a Florida corporation, controlled by Vincent Beatty for services rendered to us. We valued these shares at $0.10 per share or an aggregate of $50,000.

(5) Cheryl Bramos is married to Ronny Bramos. Luke Bramos is the adult son of Ronny and Cheryl Bramos who does not reside in the same household as Ronny and Cheryl Bramos.

(6) Richy Bramos is the brother of Ronny Bramos. Richy Bramos is married to Tina Bramos. Robert Bramos is the adult son of Richy and Tina Bramos who does not reside in the same household as Richy and Tina Bramos.

(7) Robert Hall is married to Heather Hall. Ashley and Madison Hall are the minor daughters of Robert and Heather Hall.

(8) Mike Kiernan is the son of Nancy Kiernan.

(9) On February 19, 2015 we issued 100,000 shares to Hamilton & Associates Law Group, P.A., a Florida Corporation controlled by Brenda Hamilton for services rendered.  We valued these shares at $0.10 per share or an aggregate of $10,000.


Prospective investors were invited to review at our offices, at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business.


The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares.  Accordingly, even if we are successful in having the shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one (1).  We intend to seek coverage and publication of information regarding the Company in an accepted publication which permits a "manual exemption”.  This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state.  However, it is not enough for the security to be listed in a recognized manual.  The listing entry must contain following: (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.  Most of the accepted manuals published that many states expressly recognize are Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports.  A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals.  The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.


We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders. 



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DESCRIPTION OF SECURITIES


The following description is a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws.  Our Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.


We are authorized to issue 90,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of blank check preferred stock.  As of the date of this prospectus there are 6,130,000 shares of our common stock issued and outstanding held by twenty seven (27) stockholders of record, and no shares of our preferred stock outstanding.


Common Stock


Each share of our common stock entitles the holder to one (1) vote, either in person or by proxy, at meetings of shareholders.  The shareholders are not permitted to vote their shares cumulatively.  Accordingly, the holders of more than fifty percent (50%) of the total voting rights on matters presented to our common stockholders can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any such directors.  The vote of the holders of a majority of the holders entitled to vote on matters submitted to our common stockholders including of our preferred stock described below is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.


To date, we have paid no cash dividends on our shares of common stock.  Any future payment 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.  We have no present plans for future cash or stock dividends.  We intend to retain future earnings, if any, to provide funds for operation of our business.


Holders of our common stock have no preemptive rights.


Upon our liquidation or dissolution, the assets legally available for distribution to holders of shares of the common stock, after payment of all of our obligations, are distributable ratably among the holders of the then outstanding common stock.


Preferred Stock


We are authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share.  Our board of directors can designate the rights, terms, designations and preferences without notice to or a vote of our stockholders.


Florida Anti-Takeover Laws


As a Florida corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Florida law.  Pursuant to Section 607.0901 of the Florida Business Corporation Act, or the Florida Act, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless:


The transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder;


The interested shareholder has owned at least eighty percent (80%) of the corporation s outstanding voting shares for at least five (5) years preceding the announcement date of any such business combination;



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The interested shareholder is the beneficial owner of at least ninety percent (90%) of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or


The consideration paid to the holders of the corporation s voting stock is at least equal to certain fair price criteria.


An interested shareholder is defined as a person who, together with affiliates and associates, beneficially owns more than ten percent (10%) of a corporation’s outstanding voting shares.  We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.


In addition, we are subject to Section 607.0902 of the Florida Act which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our board of directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition.  A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to twenty percent (20%) or more of the total voting power in an election of directors.


MARKET FOR OUR SECURITIES AND RELATED SHAREHOLDER MATTERS


There is presently no established public trading market for our common stock.  We anticipate on applying for trading of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms apart.  However, we can provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.


Holders


As of the date of this registration statement, we had twenty seven (27) holders of our common stock.


Transfer Agent and Registrar


Island Stock Transfer is currently the transfer agent and registrar for our common stock. Island Stock Transfer’s address is 15500 Roosevelt Boulevard, Suite 301, Clearwater, FL 33760.  Its phone number is 727-289-0010.  Island Stock Transfer’s email is info@islandstocktransfer.com.


Dividends


Since inception we have not paid any dividends on our common stock.  We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock.  Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.  Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.


Securities Authorized for Issuance under Equity Compensation Plans


We presently do not have any equity based or other long-term incentive programs.  In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in the best interest of the Company and our shareholders to do so.



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Penny Stock Considerations


Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00.  Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.


Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.


In addition, under the penny stock regulations, the broker-dealer is required to:


Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;


Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;


Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and


Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.


Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market.  These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded.  In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.  Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.  


OTC Bulletin Board Qualification for Quotation


To have our shares of common stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made.  Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately two (2) to eight (8) weeks for FINRA to issue a trading symbol and allow sales of our common stock under Rule 144.


Sales of our common stock under Rule 144


We presently have 6,130,000 common shares outstanding.  Of these shares 1,630,000 common shares are held by non-affiliates and 4,500,000 common shares are held by affiliates, which Rule 144 of the Securities Act of 1933 defines as restricted securities.



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We are registering 1,130,000 shares held by non-affiliates in this offering. We are not registering shares held by affiliates in this offering. The remaining non-affiliate shares as well as all of the affiliates’ shares will be subject to the resale restrictions of Rule 144.  In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six (6) months, may not sell more than one percent (1%) of the total issued and outstanding shares in any ninety (90) day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.


Reports to Shareholders


As a result of this offering and assuming the registration statement is declared effective before December 31, 2015, as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through December 31, 2015, including a Form 10-K for the year ended December 31, 2015, assuming this registration statement is declared effective before that date.  At or prior to December 31, 2015, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act.  This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC.  In addition, our officers, directors and ten percent (10%) stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than five hundred (500) shareholders and total assets of more than $10,000,000 on December 31, 2015.  If we do not file a registration statement on Form 8-A at or prior to December 31, 2015, we will continue as a voluntary reporting company and will not be subject to the proxy statement or other information requirements of the 1934 Act, our securities can no longer be quoted on the OTC Bulletin Board, and our officers, directors and ten percent (10%) stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity.  We will deliver an annual report to our security holders that will include audited financial statements regardless of whether we are obligated to do so.


Where You Can Find Additional Information


We have filed with the Securities and Exchange Commission a registration statement on Form S-1.  For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto.  The registration statement and exhibits and any materials we file with the Commission may be read and copied, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549, on official business days during the hours of 10:00 a.m. to 3:00 p.m.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site ( http://www.sec.gov ).  Our registration statement and other information we file with the SEC is available at the web site maintained by the SEC at http://www.sec.gov.



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OUR BUSINESS


Overview


We are a development-stage company, incorporated in the state of Florida on May 11, 2015, to acquire our wholly owned subsidiary Global Boatworks, LLC, a Florida limited liability company formed on June 16, 2014, to commercialize upscale stationary vessels built on a barge bottom.  We own one (1) vessel, the Miss Leah, which we acquired from a related party on September 25, 2014, as a prototype and to operate as a short term rental in Boston Harbor, Massachusetts.


From June 16, 2014 through April 10, 2015, Global Boatworks, LLC received $103,000 from the sale of 1,030,000 shares of its common stock at the price of $0.10 per share.  On October 16, 2014, Global Boatworks sold 30,000 shares of its common stock to Michael Silveri, our Vice President and Director at the price of $0.167 per share or an aggregate of $5,000. On June 16, 2014, we issued 4,370,000 and 100,000 common shares respectively to Robert Rowe, our Chief Executive Officer, President, Treasurer and Director and his spouse, Leah Rowe, our Secretary, for $0.000055 per share or an aggregate of $244.41 and $5.59 respectively.


On May 11, 2015, we issued an aggregate of 6,130,000 shares of our common stock to the owners of Global Boatworks, LLC for 6,130,000 of its common shares representing one hundred (100%) of its outstanding securities.  As a result of our acquisition of Global Boatworks, LLC:


Global Boatworks, LLC became our wholly owned subsidiary,

The officers and directors of Global Boatworks, LLC became our officers and directors,

The shareholders of Global Boatworks, LLC became our shareholders, and

The operations of Global Boatworks, LLC became our operations.


Our principal executive office is located at 2637 Atlantic Blvd, #134, Pompano Beach, Florida 33062. Our telephone number is 954-934-9400.  Our website is www.globalboatworks.global and is not part of this prospectus.


Our auditors have included a “going concern” explanatory paragraph in their audit opinion, meaning that we face uncertainties that our business will not succeed or be viable.  Additionally, it is likely that we will need additional capital or additional financing in the future, and if such financing is not available to us on acceptable terms our business may suffer or fail as a result.  


Operations


We plan to generate revenues from the sale of our vessels initially in South Florida and rental of a company owned vessel known as the Miss Leah located in Boston Harbor, Massachusetts which we rent on a short term basis.  We have not yet generated revenues from the sale of vessels.


For the period from June 16, 2014 (inception) through December 31, 2014 and three (3) months ended March 31, 2015, we have a net loss of $6,870 and $47,898 respectively.  For the period from June 16, 2014 (inception) through December 31, 2014, and three (3) months ending March 31, 2105, we had revenues of $4,724 and $0.00 respectively from short term rentals of our vessel in Boston Harbor, Massachusetts.



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Our operations to date and those of Global Boatworks, LLC, our wholly owned subsidiary include:


development of our business plan;

acquisition of our company owned vessel, the Miss Leah;

locating designers for our Luxuria models;

completing the design of our Luxuria models;

identifying amenities to be offered with the Luxuria models;

selecting Lauderdale Marine Center as the manufacturer of the Luxuria models;

developing marketing strategies;

marketing the short term rental of the Miss Leah on Home Away and Vacation Rentals By Owner (VRBO); and

renting the Miss Leah on a short term basis as a vacation rental.


As of July 8, 2015, we had cash on hand of $22,500 for our operational needs.  Currently, our operating expenses are approximately $7,500 per month.  After this registration statement is declared effective, our operating expenses will be approximately $12,500 per month.  If we fail to generate sufficient revenues or raise additional funds to meet our monthly operating costs we will not have available cash for our operating needs after approximately three (3) months.


On September 25, 2014, we purchased the Miss Leah, our company owned vessel from a related party. We use the Miss Leah as a short term rental property to generate revenue and demonstrate the upscale vessels we plan to offer.


Our Company Owned Vessel


The Miss Leah was built in 2004 and fully renovated in 2011. The Miss Leah is a two (2) story vessel which is one thousand five hundred (1,500) square feet under air, two (2) bedrooms, two (2) bathrooms, wood floors throughout, granite countertops, contemporary stainless steel appliances and a fireplace. The Miss Leah is docked at Marina Bay in Boston, Massachusetts. We rent the Miss Leah on a short term basis for between $200 and $400 per night.


Luxuria Model


We plan to sell an upscale floating vessel known as the Luxuria model which was designed by Carlos Vilaca & Associates and Senator Group, LLC, who have decades of experience in South Florida design and construction.


Our Luxuria model takes between three (3) and four (4) months to build and is approximately one thousand six hundred and fifty (1,650) square feet under air. The Luxuria model is designed to reflect South Florida’s modern style. Luxuria can be equipped with either single or twin outboard motors and are intended to be docked. The Luxuria model will feature wood floors, marble countertops, modern stainless steel appliances and other upscale amenities.


The Luxuria will cost approximately $450,000 - $500,000 to construct and will retail between $795,000 and $895,000 depending upon the amenities and specifications selected.



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Distribution


We plan to distribute the Luxuria vessels through direct company sales to customers, boat dealerships, yacht brokers and real estate brokers.


Manufacturing


Lauderdale Marine Center in Fort Lauderdale, Florida will serve as the manufacturer for our vessels. We do not have an obligation to order a certain number of vessels and Lauderdale Marine Center will construct our vessels on an as needed basis.


Upon completion of manufacturing, we plan to dock our vessels at Bahia Mar Marina in Fort Lauderdale, Florida.


We believe that several suitable manufacturers exist in South Florida and do not anticipate any difficulty in locating a boat manufacturer for our vessels should Lauderdale Marine Center be unavailable.


Revenues


We will generate revenue from the rental of Miss Leah until it is sold and from the sale of completed Luxuria model vessels.  For each $500,000 of capital we receive from either: (i) the sale of our securities (ii) sale of the Miss Leah, or (ii) sale of a Luxuria model vessel, we plan to construct a Luxuria vessel. Upon commencement of manufacturing of each vessel, we will begin our marketing efforts for the vessel. Upon completion of the vessel, it will be used as a short term vacation rental until sold. We plan to dock the completed vessels at Bahia Mar Marina in Fort Lauderdale, Florida where the vessel can be viewed and rented at rates of between $500 to $1,000 per night, until sold.


Source of Funds

Approximate Amount

Use of Funds

Sale of Miss Leah

$450,000-$485,000

Construct One Luxuria Model

Sale of Securities

$450,000-$500,000

Construct One Luxuria Model for every $450,000-$500,000 received

Profit after Building Cost  of  Per Luxuria Model

$450,000-$485,000

Construct One Luxuria Model for every $450,000-$500,000 received from sale


Target Customers


Our target customers are owners of marinas and other businesses and individuals seeking unique rental properties for their customers, corporations seeking a unique venue for company events and functions, persons seeking a vacation or second home on the water and individuals seeking to live on a floating vessel with the amenities commonly found in a home.



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Marketing


We have not yet implemented a marketing strategy. Primarily, part of our sales and marketing efforts will be to participate in boat shows and sales events at South Florida boating locations, typically held in January and February of each year. These shows and events are normally held at convention centers or marinas, with area boat distributors and dealers renting space and displaying product information for consumers. Boat shows and other offsite promotions will be an important venue for generating sales.


We plan to begin implementing our marketing plan in August of 2015 as follows:  


In August of 2015, we plan to begin creating email materials for our marketing campaign to boat distributors and enthusiasts in the South Florida area.


In September of 2015, we plan to begin online social media campaigns on Twitter, Facebook, Linkedin and other websites to create interest in our products;


In October of 2015, we plan to begin advertising our vessels in boat and real estate trade publications and magazines;


In November of 2015, we plan to develop incentives for distributors and brokers that sell our vessels;


From December of 2015, we plan to create marketing materials to distribute at the South Florida boat show, and


From January through February 2016, we plan to promote our vessels at boating events and promotions including the South Florida, Fort Lauderdale and Miami boat shows.


We believe that a marketing strategy focused on boat shows and related events, social media, print advertising and internet advertising will provide potential customers with the opportunity to view our information about our vessels, which is an optimal strategy to increase sales.


We market our rentals through Homeaway and Vacation Rentals By Owner (VRBO).


Property


We occupy dockage space pursuant to an agreement with Flagship Marina Bay, LLC dated April 7, 2015. We pay annual rents of $6,800. The agreement automatically renews on November 15 th of each year. We occupy approximately four hundred (400) square feet of office space without charge at the residence of Robert Rowe our Chief Executive Officer, President, Treasurer and Director, and Leah Rowe, our Secretary.



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Research and Development


We have not spent any amounts on research and development in the prior two (2) years. All research and development has been completed by Robert Rowe, our Chief Executive Officer, President, Treasurer and Director.


Government Regulation


Our business involves the use, handling, storage, and contracting for recycling or disposal of hazardous or toxic substances or wastes, including environmentally sensitive materials, such as motor oil, waste motor oil and filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline, and diesel fuels. Accordingly, we are subject to regulation by federal, state, and local authorities establishing requirements for the use, management, handling, and disposal of these materials and health and environmental quality standards, and liability related thereto, and providing penalties for violations of those standards.

 

We do not believe we have any material environmental liabilities or that compliance with environmental laws, ordinances, and regulations will, individually or in the aggregate, have a material adverse effect on our business, financial condition, or results of operations.


Employees


As of the date of this registration statement, we have the following employees:


Robert Rowe, our President, Chief Executive Officer, Treasurer and Director who spends approximately forty (40) hours per week on our business,


Leah Rowe, our Secretary who spends between ten (10) to fifteen (15) hours per week on our business, and


Michael Silveri, our Vice President and Director who spends approximately two (2) hour per week on our business.


We use the services of independent contractors on an as needed basis.


None of our employees are represented by a collective bargaining agreement, nor have we experienced any work stoppages.  We maintain good relationships with our employees.


Material Consultants


We entered into an agreement dated January 12, 2015 and amended on April 2, 2015, with Oceanside Equities, Inc., a company controlled by our stockholder, Vincent Beatty. This agreement, as amended in July 2015, provides that we will pay Mr. Beatty $20,000 and 500,000 common shares for each year of services. The agreement has a term of two years and requires us to issue 500,000 common shares to Oceanside Equities, Inc. upon execution in January 2015 and 500,000 shares in January 2016. Mr. Beatty is obligated to provide us with up to 120 hours of services each month.  His services include consulting for sales, promotion of its products, corporate governance, capital formation and financing options, and launching the Company products in the public marketplace.


Dependence on a Few Customers


We are not dependent on one (1) or a few customers and we do not expect to be so in the future.



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Product Liability


The sale of vessels may expose us to potential liabilities for personal injury or property damage claims. We could be included as a defendant in product liability claims relating to defects in manufacture or design of our vessels. We plan to require manufacturers of our vessels to carry and provide proof of product liability insurance. We also maintain third-party product liability insurance in the amount of $300,000 per occurrence, which may not be sufficient for claims against us.  Additionally, we carry $300,000 of coverage, per occurrence, for damage to our company owed vessel. There can be no assurance that we will not experience legal claims in excess of our insurance coverage, or claims that are ultimately not covered by our insurance policy. If significant claims are made against us, our business, financial condition and results of operations may be adversely affected.


Competition


We operate in a highly competitive environment. In addition to facing competition generally from businesses seeking to attract discretionary spending dollars, the recreational boat industry itself is highly fragmented, resulting in intense competition. We complete with single location boat dealers and, to a lesser degree, with national specialty marine stores, catalog retailers, sporting goods stores and mass merchants. Competition is based on the quality of available products, the price and value of the products and attention to customer service. There is significant competition in the markets which we plan to enter.


Our competitors are large national or regional chains that have substantially greater financial, marketing and other resources than us.  There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressure will not have a material adverse effect on our business, operating results and financial condition.


Seasonality


Our business, as well as the entire recreational boating industry, is highly seasonal. Generally, boat sales increase between January with the onset of the public boat and recreation shows in South Florida, and continue through March.


Our business will be affected by weather patterns which may adversely impact our future operating results. For example, hurricanes in the South Florida area or reduced rainfall levels, as well as excessive rain, may render boating dangerous or inconvenient, thereby curtailing customer demand for our products. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. The overall impact on our business from adverse weather conditions in any one (1) market area will continue to represent potential, material adverse risks to our financial performance.


Intellectual Property


We have no registered or patented intellectual property.  Trademarks and trade names distinguish the various companies from each other.  If customers are unable to distinguish our products from those of other companies, we could lose sales to our competitors.  We do not have any registered trademarks and trade names, so we only have common law rights with respect to infractions or infringements on its products.  Many subtleties exist in product descriptions, offering and names that can easily confuse customers.  The name of our principal products may be found in numerous variations of the name and descriptions in various media and product labels.  This presents a risk of losing potential customers looking for our products and buying someone else’s because they cannot differentiate between them.


Legal Proceedings


We are not a party to any legal proceedings.




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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


We were founded in June of 2014 to commercialize luxury stationary vessels. We plan to generate revenues from the sale of and rental of the vessels initially in South Florida. Our newly developed Luxuria model features a South Florida modern style, and is approximately one thousand six hundred (1,600) square feet under air. The vessel offers amenities typically found in a luxury home.


Fiscal Years Ended December 31, 2013 and 2014


Our predecessor’s revenues were $36,360 and $38,359 for the year ended December 31, 2013 and period from January 1 through September 24, 2014, respectively. Our revenues were $4,724 for the period from September 24 through December 31, 2014. Therefore for the full year 2014 revenues of $43,083 were recorded. This represents an increase of approximately eighteen point four percent (18.4%). This increase was most likely a result of the economy improving, as the predecessor did nothing to expand the exposure of the rental floating vessel.


Cost of revenues decreased for our predecessor from $10,181 to $6,747, for the year ended December 31, 2013 and period from January 1 through September 24, 2014, respectively. Our cost of revenues was $2,008 for the period from September 24 through December 31, 2014. Therefore for the full year 2014 cost of revenues of $8,755 were recorded. This represents a decrease of approximately fourteen point seven percent (14.7%). This decrease was primarily due to a corresponding decrease in marina fees. Our predecessor’s cost of revenues, as a percentage of revenues was approximately twenty eight percent (28%) and seventeen point six percent (17.6%) for the year ended December 31, 2013 and period from January 1 through September 24, 2014, respectively. Our cost of revenues, as a percentage of revenues was approximately forty two point five percent (42.5%) for the period from September 24 through December 31, 2014. Therefore the cost of revenues, as a percentage of revenues was approximately eighteen percent (18%) for the full year 2014.


Gross margin of our predecessor was $26,179 and $31,612 for the year ended December 31, 2013 and period from January 1 through September 24, 2014, respectively. Our gross margin was $2,716 for the period from September 24 through December 31, 2014. Therefore the gross margin was $34,328 for the full year 2014.


Our predecessor’s general and administrative expenses were $25,751 compared to $26,176 for the year ended December 31, 2013 and period from January 1 through September 24, 2014, respectively. Our general and administrative expenses were $4,528 for the period from September 24 through December 31, 2014. Therefore the general and administrative expenses were $30,704 for the full year 2014, an increase of $5,433 or an increase of seventeen point seven percent (17.7%). General and administrative expenses are principally composed of insurance, office supplies repairs and maintenance, management fees and travel. The primary increases were in management fees, utilities and travel.


Our predecessor’s professional fees were $772 compared to $0 for the year ended December 31, 2013 and period from January 1 through September 24, 2014, respectively. Our professional fees were $4,339 for the period from September 24 through December 31, 2014. Therefore the professional fees were $4,339 for the full year 2014, an increase of $3,567 of four hundred and sixty two percent (462%).This increase is the result of the process of reorganizing and preparing it for a public offering.


Our predecessor’s interest expense was $1,502 compared to $1,169 for the year ended December 31, 2013 and period from January 1 through September 24, 2014, respectively. Our interest expense was $719 for the period from September 24 through December 31, 2014. Therefore interest expense was $1,888 for the full year 2014, an increase of $386 or an increase of twenty five point seven percent (25.7%).  This increase is due to the interest expense accrued on the payable to affiliate for the acquisition of the vessel.


Our predecessor recorded a net loss of ($1,846) and net income of $4,267 for the year ended December 31, 2013 and period from January 1 through September 24, 2014, respectively. We recorded a net loss of ($6,870) for the period from September 24 through December 31, 2014. Therefore the net loss was ($2,603) for the full year 2014.




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Liquidity and Capital Resources


Cash Flow Activities


Our predecessor’s cash decreased ($44) and increased $3,773 for the year ended December 31, 2013 and period from January 1 through September 24, 2014, respectively. Our cash increased $3,662 for the period from September 24 through December 31, 2014. Therefore the net increase was $7,435 for the full year 2014. This increase is principally the result of cash investments of $250 in the second quarter and $5,000 in the fourth quarter, accrual of $3,888 in net payments due to the predecessor and $5,672 in net advances on a company credit card less a ($2,666) investment in architectural plans.


Financing Activities


During 2013 and the period from January 1 through September 24, 2014, the predecessor funded working capital requirements from the cash flow of operations. During the period from September 24 through December 31, 2014, we funded our working capital needs from cash flow from operations, the sale of common stock and net advances on our credit card.


Three (3) Months Ended March 31, 2014 and 2015


Revenues of our predecessor were $11,295 and we had $0 for the three (3) months ended March 31, 2014 and 2015, respectively. This represents a decrease of approximately one hundred percent (100%). We did not generate any revenue in the first quarter 2015, because the very severe winter weather in Boston Massachusetts damaged the marina facilities effectively cutting off both power and water to the floating vessel until the marina was able to repair their utilities.


Cost of revenues for our predecessor increased from $1,299 to our $1,508, or fifteen percent (15%). This increase was primarily due to an increase in marina fees. Our predecessor’s and our cost of revenues, as a percentage of revenues was approximately eleven point five percent (11.5%) and one hundred (100%) for the three (3) months ended March 31, 2014 and 2015.


Gross margin for our predecessor was $9,996 and ours was ($1,508) for the three (3) months ended March 31, 2014 and 2015, respectively.


General and administrative expenses for our predecessor for the three (3) months ended March 31, 2014 were $4,189 compared to our $23,071 for the three (3) months ended March 31, 2015, an increase of four hundred and fifty percent (450%). General and administrative expenses are principally composed of insurance, maintenance, officer pay and travel. The primary increases were in officer pay.


Our predecessor’s professional fees were $1,400 compared to ours of $22,650 for the three (3) months ended March 31, 2014 and 2015, respectively. This increase is the result of the process of preparing for a public offering and the issuance of 500,000 shares of common stock in exchange for prepaid services valued at $50,000 based on our recent private placement at $0.10 per share of which $12,500 was expensed in 2015.


Our predecessor’s interest expense was $400 compared to $669 for the three (3) months ended March 31, 2014 and 2015, respectively, an increase of $269 or sixty seven point three percent (67.3%).  This increase is due to the interest expense accrued on the payable to affiliate for the acquisition of the vessel.


The predecessor recorded net income of $4,007 for the three (3) months ended March 31, 2014 compared to our net loss of ($47,898) for the three (3) months ended March 31, 2015.




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Liquidity and Capital Resources


Cash Flow Activities


Our predecessor’s cash increased $5,829 for the three months ended March 31, 2014. This increase was a result of the predecessor’s net income of $4,007, prepaid expenses decreasing $1,100 and a $685 net increase in credit card advances.


Our cash increased $32,343 for the three months ended March 31, 2015. This increase was primarily the result of the sale of common stock for $87,000 and our net operating cash flow use of $53,767.


Financing Activities


During the three (3) months ended March 31, 2014 our predecessor funded its working capital requirements principally through operating revenues. During the three (3) months ended March 31, 2015 we funded our working capital requirements principally through the sale of common stock.


Critical Accounting Policies and Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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.


Fair Value of Financial Instruments


Our financial instruments consist of cash and cash equivalents, prepaid expenses, payables and accrued expenses. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. We consider the carrying values of our financial instruments in the consolidated financial statements to approximate fair value, due to their short-term nature.


Property and Equipment


Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided for using straight-line methods over the estimated useful lives of the respective assets.


Valuation of Long-Lived Assets


We periodically evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.




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Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).


Recent Accounting Pronouncements


(See “Recently Issued Accounting Pronouncements” in Note 2c of Notes to the consolidated Financial Statements.)


Plan of Operations


Historically, we generated revenue from the short-term vacation rental of the Miss Leah, a company owned vessel located in Boston Harbor, Massachusetts. At present, we expect to generate revenue from this vessel as a short-term vacation rental in the future. We listed this vessel for sale in June of 2015.


We plan to focus our future efforts on commercializing luxury stationary vessels designed in a South Florida modern style. We completed the design of the Luxuria model in the first quarter of 2015. Luxuria will be approximately one thousand six hundred (1,600) square feet, with two (2) bedrooms and bathrooms, and sleeps up to six (6) people.


We plan to use the Luxuria as a short-term vacation rental property in South Florida and for outright sale. We believe that using the Luxuria as a short-term vacation rental in South Florida could provide a year round source of cash flow.


While rental of the Miss Leah presently and Luxuria in the future, are expected to provide a relatively steady revenue stream to us, the construction and sale of custom designed and built luxury floating vessels are expected to generate significantly greater revenues and potential profits.


We located Lauderdale Marine Center to construct the Luxuria models at the price of approximately $450,000 per vessel.


We anticipate that each vessel will cost approximately $450,000 to construct. Construction will take between three (3) to four (4) months, per vessel. We will require additional funds to develop and carry out our future plans including construction of our first vessel which has not yet commenced. We plan to begin marketing each vessel when manufacturing commences.


Our cash balance at March 31, 2015 was approximately $36,000, which is approximately three (3) months of net cash outflow. We raised an additional $16,000 in April 2015, which is expected to be expended on the costs of filing this Form S-1 that we have not yet paid.


We have an accumulated deficit of approximately $6,870 from inception to December 31, 2014 and $54,768 from inception to March 31, 2015. A significant portion of this accumulated deficit, $12,500, is the result of a non-cash expense which resulted from the amortization of our issuance of common stock in exchange for prepaid services.  In addition, approximately $24,000 of cash expense is directly attributable to the filing of this Form S-1.


Our independent registered public accountant has included a going concern explanatory paragraph in their audit opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve (12) months.


Our company owned vessel, the Miss Leah, is listed for sale at the price of $489,000. If sold, the proceeds will provide sufficient capital to construct one Luxuria model. The retail price of the Luxuria is between $850,000 and $950,000. The subsequent sale of the Luxuria vessel would provide sufficient capital to construct two more Luxuria models. The sale of two (2) additional Luxuria models would provide sufficient net cash to construct four (4) Luxuria models.


Our future plans are contingent upon the receipt of capital from either: (i) the receipt of at least $500,000 from the sale of our securities or (ii) the sale of our company owned vessel.




36



Until such time as the Miss Leah is sold, we will continue to rent the vessel on a short term basis.


We plan to market the Luxuria models to yacht brokers, real estate brokers and boat dealerships.


Should we receive funding of $500,000 from the sale of our securities and we plan to construct a second Luxuria model vessel.


MANAGEMENT


Directors and Executive Officers


The following table sets forth the name, age, and position of our executive officers and directors.  Executive officers are elected annually by our Board of Directors.  Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified.  Directors are elected annually by our shareholders at the annual meeting.  Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.


Name

Age

Position

Robert Rowe

 67

Chief Executive Officer, President, Treasurer and Director

Leah Rowe

 57

Secretary

Michael Silveri

 59

Vice President and Director


Robert Rowe, Chief Executive Officer, President, Treasurer and Director


Since our inception on June 16, 2014 to present, Robert Rowe has been our Chief Executive Officer, President, Treasurer and Director. From June 2014 to present Mr. Rowe was the Manager of Global Boatworks, LLC. From January 2005 to present Mr. Rowe was an independent contractor and consultant for Rowe Construction in Pompano Beach, Florida. From January 1999 to January 2005 Mr. Rowe was an independent contractor and consultant for the Miles Group in Lynn, Massachusetts.


Mr. Rowe obtained a Bachelor of Science degree in Business Education from Salem State University in June of 1972.


Mr. Rowe spends approximately 40 hours each week on our business. As our Chief Executive Officer, President, Treasurer and Director, Mr. Rowe provides his experience in the boat manufacturing and sales.


Leah Rowe, Secretary


Since our inception on June 16, 2014 to present, Leah Rowe has been our Secretary. Ms. Rowe has no prior related work experience.   


Mrs. Rowe obtained an Associates degree in Business Management from North Shore Community College in June of 1991.


Leah Rowe spends approximately 15 hours per week on our business. As our secretary, Ms Rowe provides her experience in business management.  


Michael Silveri, Vice President and Director


Since our inception on June 16, 2014 to present, Michael Silveri has been our Vice President and Director. From August of 1986 to present he has been the Chief Executive Officer at Silveri Leasing, Inc., a Florida company that provides real estate development in South Florida.


In 1974 Mr. Silveri graduated from Clark High School located in New York.




37



As our Vice President and Director, Mr. Silveri provides his experience in the South Florida real estate market.


Mr. Silveri spends approximately 5 hours per month on our business.


Family Relationships


Robert Rowe our Chief Executive Officer, President, Treasurer and Director is the husband of Leah Rowe, our Secretary.


Other than the foregoing, there are no family relationships among our directors and executive officers and shareholders.


Legal Proceedings


On February 21, 1997, Robert Rowe our Chief Executive Officer, President, Treasurer and Director was found guilty of bankruptcy fraud in violation of 18 US Code § 152.  There have been no events under any bankruptcy act, no criminal proceedings, no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors, executive officers, promoters or control persons during the past ten (10) years.


Other than as set forth above, 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 (2) 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.


Code of Business Conduct and Ethics


We do not have any standing audit, nominating, and compensation committees of the board of directors, or committees performing similar functions.  We do not currently have a Code of Ethics applicable to our principal executive, financial, or accounting officer.  All Board actions have been taken by Written Action rather than formal meetings.




38



EXECUTIVE COMPENSATION


The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities for the years ending December 31, 2013 and 2014.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Principal Position

 

Year Ended Dec31

 

Salary

($)

 

Bonus

($)

 

Stock Awards

($)

 

Option Awards

($)

 

Non-Equity Incentive Plan Compensation Earnings

($)

 

Non-Qualified Deferred Compensation Earnings

($)

 

All Other Compensation ($)

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert Rowe, Chief Executive Officer, President, Treasurer, Director (1)

 

2014

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Silveri, Vice President & Director

 

2014

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

2013

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leah Rowe, Secretary

 

2014

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

2013

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0


(1) On June 16, 2014, Global Boatworks, LLC sold 4,370,000 common shares to Robert Rowe, our Chief Executive Officer, President, Treasurer and Director for $0.000055 per share or an aggregate of $244.41.

(2) On June 16, 2014, Global Boatworks, LLC sold 100,000 common shares to Leah Rowe, our Secretary for $0.000055 per share or an aggregate of $5.59.


Employment Agreements with Management


On May 11, 2015, we entered into an agreement with Robert Rowe, our Chief Executive Officer, President, Treasurer and Director, to provide services to us.  The agreement has a term of three (3) years and requires us to pay $1,700 per week to Mr. Rowe for his services as our Chief Executive Officer, President, Treasurer and Director.


On May 11, 2015, we entered into an agreement with Leah Rowe, our Secretary, to provide services to us.  The agreement has a term of three (3) years and requires us to pay $600 per month to Ms. Rowe for her services as our Secretary.


Our Board of Directors determines the compensation paid to our executive officers, based upon the years of service to us, whether services are provided on a full time basis and the experience and level of skill required.


We may award our officers and directors shares of common stock as non-cash compensation as determined by the Board of Directors from time to time.  The Board of Directors will base its decision to grant common stock as compensation on the level of skill required to perform the services rendered and time committed to providing services to us.




39



Outstanding Equity Awards at the End of the Fiscal Year


We do not have and have never had any equity compensation plans and therefore no equity awards are outstanding as of the date of this registration statement.


Director Compensation


Our directors do not receive any other compensation for serving on the Board of Directors.


Bonuses and Deferred Compensation


We do not have any bonus, deferred compensation or retirement plan.  All decisions regarding compensation are determined by our board of directors.


Options and Stock Appreciation Rights


We do not currently have a stock option or other equity incentive plan.  We may adopt one or more such programs in the future.


Payment of Post-Termination Compensation


We do not have change-in-control agreements with any of our directors or executive officers, and we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment.


Involvement in Certain Legal Proceedings


On February 21, 1997, Robert Rowe our Chief Executive Officer, President, Treasurer and Director was found guilty of bankruptcy fraud in violation of 18 US Code § 152.  There have been no events under any bankruptcy act, no criminal proceedings, no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors, executive officers, promoters or control persons during the past ten (10) years.


Board of Directors


All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified.  Officers are elected by and serve at the discretion of the Board of Directors.


Our directors are reimbursed for expenses incurred by them in connection with attending board meetings, but they do not receive any other compensation for serving on the board of directors.  


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On June 16, 2014, our subsidiary, Global Boatworks, LLC issued 4,370,000 common shares to our Chief Executive Officer, President, Treasurer and Director, Robert Rowe, for the price of $0.000055 per share or an aggregate of $244.41.


On June 16, 2014, we issued 100,000 common shares to Leah Rowe our Secretary and Robert Rowe’s spouse, for the per share price of $0.000055 or an aggregate of $5.59.


On October 16, 2014, our subsidiary, Global Boatworks, LLC sold 30,000 shares of our common stock to Michael Silveri, our Vice President and Director at the price of $0.167 per share or an aggregate of $5,000.


On May 11, 2015, we issued an aggregate of 6,130,000 common shares to one hundred percent (100%) of the owners of Global Boatworks, LLC for 100% of its securities and Global Boatworks, LLC became our wholly-owned subsidiary.  




40



Of the shares issued in connection with the acquisition of Global Boatworks, LLC:


·

4,370,000 were issued to our Chief Executive Officer, President, Treasurer and Director, Robert Rowe;

·

100,000 were issued to our Secretary, Leah Rowe; and

·

30,000 were issued to our Vice President and Director, Michael Silveri.


On September 25, 2014, we purchased our company owned vessel known as, Ms. Leah, from Ronald Rowe, the brother of Robert Rowe, our Chief Executive Officer, President, Treasurer and Director, in exchange for a $100,000 promissory note due in June 2022. The note bears interest at the rate of two percent (2%).


In the last quarter of 2014, Financial Innovators Corp, a Florida corporation and a related party, controlled by Ronald Rowe, the brother of Robert Rowe, our Chief Executive Officer, President, Treasurer and Director collected revenues of $3,125 and paid expenses of $7,013 on behalf of Global Boatworks, LLC.  These expenses related to the rental of the Miss Leah and the company has established the net difference as a payable on Global Boatworks, LLC’s books to Financial Innovators for the net difference of $3,888.


Other than stated above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:


·

Any of our directors or officers;

·

Any proposed nominee for election as our director;

·

Any person who beneficially owns, directly or indirectly, shares carrying more than ten percent (10%) of the voting rights attached to our shares; or

·

Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth certain information regarding our shares of common stock beneficially owned as of the date of this registration statement, for (i) each stockholder known to be the beneficial owner of five percent (5%) or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group.  A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within sixty (60) days through an exercise of stock options or warrants or otherwise.  Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.


For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within sixty (60) days of the date of this prospectus.  For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of the Closing Date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.  The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.


Unless otherwise specified, the address of each of the persons set forth below is in care of the Company at 2637 Atlantic Blvd., #134, Pompano Beach, Florida 33062.




41



AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

 


Common Stock

 

Direct

 

Indirect

 

Total

 

Percentage of Class (1)

Name and Address of Beneficial Owner

 

 

 

 

 

 

 

 

Executive Officers and Directors

 

 

 

 

 

 

 

 

Robert Rowe(2)

 

4,370,000

 

100,000(2)

 

4,470,000(2)

 

73%

Leah Rowe(2)

 

100,000

 

4,370,000(2)

 

4,470,000(2)

 

73%

Michael Silveri

 

30,000

 

0

 

30,000

 

<1%

 

 

 

 

 

 

 

 

 

Directors and executive officers as a group (3 persons)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

4,500,000

 

4,470,000

 

8,970,000

 

 

 

 

 

 

 

 

 

 

 

Other 5.59% Holders:

 

 

 

 

 

 

 

 

None.

 

 

 

 

 

 

 

 


(1)

Based on 6,130,000 shares of common stock issued and outstanding as of the date of this registration statement.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

(2)

Robert. Rowe, our Chief Executive Officer, President, Treasurer and Director holds 4,370,000 shares directly and 100,000 shares indirectly which are held by his spouse, Leah Rowe, our Secretary. Leah Rowe, our Secretary holds 100,000 directly and 4,370,000 shares indirectly which are held by her spouse, Robert Rowe, our Chief Executive Officer, President, Treasurer and Director.


PLAN OF DISTRIBUTION


Our common stock is currently not quoted on any market.  No market may ever develop for our common stock, or if developed, may not be sustained in the future.  Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.


Selling shareholders are offering up to 1,130,000 shares of common stock.  The selling shareholders will offer their shares at $0.20 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  We will not receive proceeds from the sale of shares from the selling shareholders.


The securities offered by this prospectus will be sold by the selling shareholders.  Selling shareholders in this offering may be considered underwriters.  We are not aware of any underwriting arrangements that have been entered into by the selling shareholders.  The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.




42



The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus.  The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus.  After our securities are qualified for quotation on the over the counter bulletin board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

 

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person.  We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement.

 

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two (2) years from the initial effective date of this registration statement.

 

There can be no assurances that the selling shareholders will sell any or all of the securities.  In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.


All of the foregoing may affect the marketability of our securities.  Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

 

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment to this registration statement disclosing such matters.


OTC Bulletin Board Considerations

 

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTC Bulletin Board.

  

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board.  The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.


Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards.  Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files.  FINRA cannot deny an application by a market maker to quote the stock of a company.  The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.

 

Although we anticipate listing on the OTC Bulletin Board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ.  Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.




43



Investors must contact a broker-dealer to trade OTC Bulletin Board securities.  Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker. Bulletin board transactions are conducted almost entirely manually.  Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone.  In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders.  Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.


Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.


LEGAL PRO CEEDINGS


We are not aware of any pending or threatened legal proceedings in which we are involved.


INTEREST OF NAMED EXPERTS


The financial statements from June 16, 2014 (inception) through December 31, 2014, included in this prospectus have been audited by Salberg & Company P.A., independent registered public accounting firm, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.


The legality of the shares offered under this registration statement is being passed upon by Hamilton & Associates Law Group, P.A., a Florida professional association controlled by Brenda Hamilton.  Brenda Hamilton, principal of Hamilton & Associates Law Group, P.A., owns 100,000 shares of our common stock, of which 50,000 are being registered in this offering.


DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES


Our Bylaws, subject to the provisions of Florida Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.



44



ADDITIONAL INFORMATION


We filed with the Securities and Exchange Commission a registration statement under the Securities Act for the securities in this offering.  This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement.  For further information with respect to us and our securities, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement.  Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement.  A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330.  The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC.  The address of the website is www.sec.gov.


We file periodic reports under the Exchange Act, including annual, quarterly and special reports, and other information with the Securities and Exchange Commission.  These periodic reports and other information are available for inspection and copying at the regional offices, public reference facilities and website of the Securities and Exchange Commission referred to above.





45




INDEX TO FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm

F-2


Consolidated Balance Sheets and Balance Sheets

F-3


Consolidated Statements of Operations and Statements of Operations

F-4


Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

F-5


Consolidated Statements of Cash Flows and Statements of Cash Flows

F-6


Notes to Consolidated Financial Statements

F-7






































F-1





[S1GLOBALBOATWORKS7915001.JPG]


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of:

Global Boatworks Holdings, Inc.


We have audited the accompanying consolidated balance sheet of Global Boatworks Holdings, Inc. and Subsidiary, (“the Company”) at December 31, 2014 and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the period from June 16, 2014 (inception) to December 31, 2014 and the accompanying balance sheet of Financial Innovators Corp., (“Predecessor”) at December 31, 2013, and the related statements of operations, and cash flows for the period from January 1, 2014 through September 24, 2014 and for the year ended December 31, 2013. 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. 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 consolidated financial position of Global Boatworks Holdings, Inc. and Subsidiary, at December 31, 2014, and the consolidated results of its operations and its cash flows for the period from June 16, 2014 (inception) to December 31, 2014, and the financial position of Financial Innovators Corp., at December 31, 2013, and the results of its operations and its cash flows for  the period from January 1, 2014  through September 24, 2014 and for the year ended December 31, 2013 in conformity with generally accepted accounting principles in the United States of America.


The accompanying consolidated 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 and Predecessor have cumulative net losses and the Company is expected to have increased future expenses without immediate increases in revenues as they attempt to implement their business plan. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Salberg & Company, P.A.


Salberg & Company, P.A.

Boca Raton, FL

July 10, 2015


2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality





F-2




Global Boatworks Holdings, Inc.

Balance Sheet s


 

Successor Consolidated

March 31, 2015

 

Successor Consolidated

December 31, 2014

 

 


Predecessor

December 31, 2013

ASSETS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 Cash

$36,005

 

$3,662

 

 

$380

 Prepaid expenses

68,511

 

2,149

 

 

2,085

 

 

 

 

 

 

 

          Total current assets

104,516

 

5,811

 

 

2,465

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

 

 

 

 

 

  Architectural plans, in progress

4,266

 

2,666

 

 

-

 

 

 

 

 

 

 

          Net property and equipment

4,266

 

2,666

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$108,782

 

$8,477

 

 

$2,465

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

  Accounts payable and accrued liabilities

$6,382

 

$5,672

 

 

$15,789

  Due to related party predecessor

3,888

 

3,888

 

 

-

 

 

 

 

 

 

 

          Total current liabilities

10,270

 

9,560

 

 

15,789

 

 

 

 

 

 

 

LONG TERM LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

  Payable for the houseboat and accrued interest

101,030

 

100,537

 

 

-

 

 

 

 

 

 

 

           Total long term liabilities

101,030

 

100,537

 

 

-

 

 

 

 

 

 

 

Total Liabilities

111,300

 

110,097

 

 

15,789

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

  Preferred stock, par $0.0001, 10,000,000 authorized, 0

      issued and outstanding


-

 


-

 

 


n/a

  Common stock, par $0.0001, 90,000,000 authorized,

      5,970,000 and 4,500,000 issued and outstanding at March 31,

      2015 and December 31, 2014, respectively for Successor and

      par $1.00, 1,000 authorized, 150 issued and outstanding for

      Predecessor





597

 





450

 

 





150

  Additional paid-in capital

51,653

 

(95,200)

 

 

-

 Accumulated deficit

(54,768)

 

(6,870)

 

 

(13,474)

 

 

 

 

 

 

 

          Total stockholders’ equity (deficit)

(2,518)

 

(101,620)

 

 

(13,324)

 

 

 

 

 

 

 

Total Liabilities and  Stockholders’ Equity (Deficit)

$108,782

 

$8,477

 

 

$2,465


The accompanying notes are an integral part of the financial statements





F-3





Global Boatworks Holdings, Inc.

Statements of Operations


 





Successor Consolidated

Three Months ended March 31, 2015

 






Predecessor Three Months ended March 31, 2014

 

Successor Consolidated From

June 16, 2014 (Inception)

Through

December 31, 2014

 



Predecessor From

January 1, 2014

Through

September 24, 2014

 






Predecessor

Year ended December 31, 2013

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

$0

 

$11,295

 

$4,724

 

$38,359

 

$36,360

 

 

 

 

 

 

 

 

 

 

COST OF REVENUES

1,508

 

1,299

 

2,008

 

6,747

 

10,181

 

 

 

 

 

 

 

 

 

 

    GROSS MARGIN

(1,508)

 

9,996

 

2,716

 

31,612

 

26,179

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

   General and administrative expenses

23,071

 

4,189

 

4,528

 

26,176

 

25,751

   Professional fees

22,650

 

1,400

 

4,339

 

0

 

772

 

 

 

 

 

 

 

 

 

 

          Total expenses

45,721

 

5,589

 

8,867

 

26,176

 

26,523

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

(47,229)

 

4,407

 

(6,151)

 

5,436

 

(344)

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

  Interest expense

(669)

 

(400)

 

(719)

 

(1,169)

 

(1,502)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$(47,898)

 

$4,007

 

$(6,870)

 

$4,267

 

$(1,846)

 

 

 

 

 

 

 

 

 

 

Income (loss) per weighted average common share


$ (0.01)

 


$ 26.71

 


$ (0.002)

 


$ 28.45

 

 

$

(12.30)

 

 

 

 

 

 

 

 

 

 

Number of weighted average common shares outstanding - Basic and Diluted


5,367,000

 


150

 


4,481,287

 


150

 


150






The accompanying notes are an integral part of the financial statements














Global Boatworks Holdings, Inc.

Consolidated Statement of Changes in Stockholder’s Equity (Deficit)


 

Preferred Stock Number of

Shares

 



Preferred Stock Par Value

 

Common Stock

Number of

Shares

 


Common Stock Par Value

 



Additional

Paid-in Capital

 




Accumulated

Deficit

 


Total

Stockholders’

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BEGINNING BALANCE, June 16, 2014 (Inception)


-

 


$-

 


-

 


$-

 


$-

 


$-

 


$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued to founders

-

 

-

 

4,470,000

 

447

 

(197)

 

-

 

250

Acquisition of asset

-

 

-

 

-

 

-

 

(100,000)

 

-

 

(100,000)

Shares issued for cash

-

 

-

 

30,000

 

3

 

4,997

 

-

 

5,000

Net loss, inception to December 31, 2014


-

 


-

 

-

 

-

 

-

 

(6,870)

 

(6,870)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, December 31, 2014

-

 

-

 

4,500,000

 

450

 

(95,200)

 

(6,870)

 

(101,620)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for prepaid legal fees

-

 

-

 

100,000

 

10

 

9,990

 

-

 

10,000

Shares issued for prepaid services

-

 

-

 

500,000

 

50

 

49,950

 

-

 

50,000

Shares issued for cash

-

 

-

 

870,000

 

87

 

86,913

 

-

 

87,000

Net loss, 3 months ended March 31, 2015


-

 


-

 


-

 


-

 


-

 


(47,898)

 


(47,898)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE , March 31, 2015 (Unaudited)


-

 


$-

 


5,970,000

 


$597

 


$51,653

 


$(54,768)

 


$(2,518)










The accompanying notes are an integral part of the financial statements












F-5





Global Boatworks Holdings, Inc.

Statements of Cash Flows

 





Successor Consolidated

Three Months ended March 31, 2015

 





Predecessor Three Months ended March 31, 2014

 

Successor Consolidated From

June 16, 2014 (Inception)

Through

December 31, 2014

 



Predecessor From

January 1, 2014

Through

September 24, 2014

 






Predecessor

Year ended December 31, 2013

CASH FLOWS FROM OPERATING ACTIVITIES:

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Net income (loss)

$(47,898)

 

$4,007

 

$(6,870)

 

$4,267

 

$(1,846)

Adjustments to reconcile net income (loss) to net

  cash provided or (used) by operating activities:

 

 

 

 

 

 

 

 

 

        Amortization of common stock issued for

            prepaid services


12,500

 


-

 


-

 


-

 


-

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

        (Increase) decrease in prepaid expenses

(18,862)

 

1,137

 

(2,149)

 

(1,201)

 

-

        Increase (decrease) in accounts payable and

             accrued liabilities


-

 


-

 


-

 


1,590

 


-

        Increase in accrued interest expense

493

 

-

 

537

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Net cash provided (used) by operating activities

(53,767)

 

5,144

 

(8,482)

 

4,656

 

(1,846)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

     Purchase of property and equipment

(1,600)

 

-

 

(2,666)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Net cash used by investing activities

(1,600)

 

-

 

(2,666)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

87,000

 

-

 

5,250

 

-

 

-

Proceeds from third party loan

710

 

685

 

5,672

 

-

 

1,802

Payments on third party loans

-

 

-

 

-

 

(883)

 

-

Due to related party predecessor

-

 

-

 

3,888

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Net cash provided (used) by financing activities

87,710

 

685

 

14,810

 

(883)

 

1,802

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

32,343

 

5,829

 

3,662

 

3,773

 

(44)

 

 

 

 

 

 

 

 

 

 

CASH, beginning of period

3,662

 

380

 

-

 

380

 

424

 

 

 

 

 

 

 

 

 

 

CASH, end of period

$36,005

 

$6,209

 

$3,662

 

$4,153

 

$380

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

   Interest paid in cash

$176

 

$400

 

$182

 

$1,169

 

$1,502

 

 

 

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

 

Issuance of note payable for purchase of Miss Leah

$0

 

$0

 

$100,000

 

$0

 

$0

 Common stock issued for prepaid legal fees

$10,000

 

$0

 

$0

 

$0

 

$0

 Common stock issued for prepaid services

$50,000

 

$0

 

$0

 

$0

 

$0


The accompanying notes are an integral part of the financial statements




F-6






Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the three months ended March 31, 2015 is unaudited)


(1) NATURE OF OPERATIONS


Global Boatworks Holdings, Inc., (“the Company,” “Successor” or “Global”), was formed on May 11, 2015, under the laws of the State of Florida to reorganize Global Boatworks, LLC. At formation the Company acquired 100% of the membership interests of Global Boatworks, LLC, (“LLC”) which was formed on June 16, 2014, under the laws of the State of Florida.  The Company’s business activities to date have primarily consisted of the formation of a business plan for building luxury floating vessels on a barge bottom. On September 25, 2014, effective the close of business September 24, 2014, the Company acquired a luxury floating vessel from Financial Innovators Corp., (“Predecessor” or “Financial Innovators”), and operates it as a rental property, based in Boston harbor.


The accompanying consolidated financial statements include the activities of Global Boatworks Holdings, Inc, its wholly owned subsidiary, Global Boatworks, LLC, and the related party predecessor corporation, Financial Innovators Corp.


(2) BASIS OF PRESENTATION, USE OF ESTIMATES AND GOING CONCERN


a) Basis of Presentation and Principles of Consolidation


The comparative figures shown throughout these consolidated financial statements are the historical results of Global Boatworks Holdings, Inc. inclusive of its wholly owned subsidiary Global Boatworks, LLC and its predecessor related party corporation. The Company has retroactively restated amounts within certain components of Shareholders' Equity (Deficit) on the accompanying financial statements and footnotes as at December 31, 2014 and March 31, 2015 to account for the acquisition and reorganization of Global Boatworks, LLC. All intercompany balances and transactions have been eliminated.


The accompanying unaudited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S Securities and Exchange Commission ("SEC") for interim financial information. The unaudited consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period. The information included in the March 31, 2015 unaudited consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis and Results of Operations contained elsewhere in this report and the audited consolidated financial statements and accompanying notes included herewith.


b) Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the 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 these estimates. Significant estimates in the accompanying consolidated financial statements involved the depreciable life of the luxury floating vessel and the valuation of common stock issued as compensation.





F-7





Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the three months ended March 31, 2015 is unaudited)


c) Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the accumulated net losses of $6,870 through December 31, 2014 and $54,768 (unaudited) through March 31, 2015. $12,500 of this accumulated deficit is the result of amortization of prepaid services created by issuing common shares for said services. The Company is expected to have increasing expenses as a result of becoming a publicly held company without immediate increases in revenues as they attempt to implement their plan of operations. The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing. The Company is seeking to raise sufficient equity capital to enable it to build the first two new style luxury floating vessels. It is also considering ways to monetize the value embedded in the luxury floating vessels it currently owns, either through a sale or a loan collaterized by this asset. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  The Company is currently seeking additional capital to allow it to begin its planned operations.


(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


a) Cash and cash equivalents


The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents at December 31, 2014 or March 31, 2015 - (unaudited).



b) Financial instruments and Fair Value Measurements


ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.


ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments.


FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:


Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.


The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.   




F-8





Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the three months ended March 31, 2015 is unaudited)


     

c) Property and equipment


All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method.  Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations.  Architectural plans will be depreciated once completed and placed in service. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.


d) Impairment of long-lived assets


A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value.


e) Revenue recognition


Revenue is recognized when earned, generally when the rental customer takes temporary possession of the floating vessel for their contracted stay. Cost of Revenue includes the marina dockage fees.


f) Stock compensation for services rendered


Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the shorter of period the employee or director is required to perform the services in exchange for the award or the vesting period. The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.


Pursuant to ASC 505-50, for share-based payments to non-employees, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.


g) Net income (loss) per share


Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period.  Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company.  Diluted loss per share  is computed by dividing the loss available to stockholders  by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution.  There were no common stock equivalents for the period ended December 31, 2014 or March 31, 2015 - (unaudited). The shares to be issued under the stock subscription receivable (see Note 4) are considered anti-dilutive.




F-9





Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the three months ended March 31, 2015 is unaudited)


h) Income Taxes


The LLC and the predecessor company, (Financial Innovators), are pass through entities for income tax purposes, therefore they have no need to account for income tax issues. As a result of the reorganization the Company became a taxable entity on May 11, 2015.


The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.


As of December 31, 2014 tax years 2014 remains open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.


i) Recent accounting pronouncements


The Company has considered recent accounting pronouncements during the preparation of these financial statements and does not expect any recent accounting pronouncements to have a material effect on its financial statements.


(4) STOCKHOLDERS’ EQUITY (DEFICIT)


At December 31, 2014 and March 31, 2015, the Company has 90,000,000 shares of par value $0.0001 common stock authorized and 4,500,000 and 5,970,000 - (unaudited) issued and outstanding. At December 31, 2014 and March 31, 2015, respectively, the Company has 10,000,000 shares of par value $0.0001 preferred stock and zero issued and outstanding.


At December 31, 2013, the Predecessor has 1,000 shares of par value $1.00 common stock authorized and 150 issued and outstanding.


At inception the Company issued 4,470,000 shares to the founders for $250.


In the last quarter 2014, the Company received a stock subscription agreement from an officer of the Company for 1,500,000 shares of common stock in exchange for $250,000 in cash or cash equivalents, or $0.167 per share. To date this officer has contributed $5,000 and received 30,000 shares.


In the first quarter of 2015 the Company issued 100,000 shares of the Company’s common stock in payment of $10,000, (or $0.10 per share based on the recent private placement) of prepaid legal fees, due when the Company files a Form S-1 with the U.S. Securities and Exchange Commission.




F-10





Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the three months ended March 31, 2015 is unaudited)


Under a consulting contract dated January 2015 as amended April 2, 2015 the Company issued 500,000 shares of the Company’s common stock in exchange for prepaid services, valued at $50,000, or $0.10 per share based on the recent private placement, to be amortized at the rate of $4,167 per month. This consulting contract also calls for the issuance of an additional 500,000 shares in January 2016 in exchange for a second year of such prepaid services.


In the first quarter of 2015 the Company received $87,000 in cash in exchange for 870,000 shares of the Company’s common stock or $0.10 per share.


(5) RENTAL PROPERTY AND RELATED PAYABLE


On September 25, 2014, the Company acquired the Miss Leah, a two story luxury floating vessel in the Cape Cod architectural style built on a barge platform. The Miss Leah is based at a marina in Boston harbor. It is rented out primarily through a third party rental management company on a short term vacation type basis. The Company’s Statement of Operations reflects this rental activity since the Company acquired the luxury floating vessel on September 25, 2014 and the first 3 months of 2015 - (unaudited). The Predecessor reflects this rental activity for all periods presented. The Miss Leah was built in 2004 by the founder of the Company and subsequently sold in 2006 to his brother who established the Predecessor’s rental business.


The terms of this acquisition are for a payable to the related party Predecessor in the amount of $100,000, carrying interest at 2% per annum from the effective date of the transfer date of September 25, 2014 with a maturity date of June 20, 2022, which was memorialized in the form of a promissory note in June 2015, effective September 25, 2014. Due to the related party relationship between the Company and the Predecessor the luxury floating vessel was recorded on the Company’s books at its original cost basis of $0 based on its fully depreciated value at the transfer date. Accordingly the Company charged additional paid-in capital as a distribution for $100,000.

 

(6) RELATED PARTIES


a) Rental property


On September 25, 2014, the Company acquired the Miss Leah, a luxury floating vessel built on a barge platform from the Predecessor which is owned by the founders brother. As part of this acquisition transaction the Company issued a promissory note in June 2015 to the Predecessor in the amount of $100,000, carrying an interest rate of 2% effective September 25, 2014, with a maturity date of June 20, 2022. (See Note 5) The Company recorded the payable in September 2014 which was formalized with this promissory note in June 2015.


b) Related party payable


In the last quarter 2014, the Predecessor continued to receive some of the revenue from and to pay some of the expenses related to the rental of the Miss Leah. The Company has established a payable to the Predecessor for the net differential of $3,888 and recorded the related revenue and expenses in the Company’s records.


c) Common stock subscription receivable


In the last quarter 2014, the Company received a stock subscription agreement from an officer of the Company for 1,500,000 shares of common stock in exchange for $250,000 in cash or cash equivalents, or $0.167 per share. To date this officer has contributed $5,000 and received 30,000 shares.





F-11





Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the three months ended March 31, 2015 is unaudited)


d) Payments to related parties during each period of operations presented:


 




Successor Consolidated

Three Months ended March 31, 2015

 




Predecessor Three Months ended March 31, 2014

 

Successor Consolidated From

June 16, 2014 (Inception)

Through

December 31, 2014

 



Predecessor From

January 1, 2014

Through

September 24, 2014

 






Predecessor

Year ended December 31, 2013

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Commissions - daughter of founder


$ 0

 


$ 1,400

 


$ 300

 


$ 3,400

 


$ 2,000

Management fees - brother of owner


$ 0

 


$ 0

 


$ 0

 


$ 3,550

 


$ 0

Repairs & Maintenance - brother of owner


$ 0

 


$ 0

 


$ 0

 


$ 500

 


$ 1,000


(7) CONCENTRATIONS OF RISK


The Company has only one revenue producing asset at this time, and that asset is located in Boston Harbor. The rental season at this location is generally from March through October. The Company primarily utilizes one booking agent to schedule bookings from customers and collect the revenues. If required the Company believes it could obtain bookings through an alternative provider.


(8) SUBSEQUENT EVENTS


During April 2015, the Company received $16,000 in cash in exchange for 160,000 shares of the Company’s common stock or $0.10 per share.




F-12







1,130,000 Shares of Common Stock


GLOBAL BOATWORKS HOLDINGS, INC.


PROSPECTUS


YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.  THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus.  This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


The Date of This Prospectus _______, 2015

  

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 13. OTHER EXPENSES AND ISSUANCE AND DISTRIBUTION


The following table sets forth the costs and expenses, other than underwriting discounts and commissions, if any, payable by the Registrant relating to the sale of securities being registered.

 

 

 

SEC Registration Fee

 

$        29.10

Accounting fees and expenses

 

$ 36,500.00

Legal fees and expense

 

$ 30,000.00

Miscellaneous

 

$   5,000.00

Total

 

$ 71,529.10


All amounts are estimates other than the Commission’s registration fee.  We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the selling shareholders.  The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.





46




Item 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS


Florida law permits, under certain circumstances, the indemnification of any person with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which such person was or is a party or is threatened to be made a party, by reason of his or her being an officer, director, employee or agent of the corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against liability incurred in connection with such proceeding, including appeals thereof; provided, however, that the officer, director, employee or agent acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any such third-party action by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person (i) did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or (ii) with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, Florida law permits indemnification of any person by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against liability incurred in connection with such proceeding, including appeals thereof; provided, however, that the officer, director, employee or agent acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification is made where such person is adjudged liable, unless a court of competent jurisdiction determines that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

 

To the extent that such person is successful on the merits or otherwise in defending against any such proceeding, Florida law provides that he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith.


Also, under Florida law, expenses incurred by an officer or director in defending a civil or criminal proceeding may be paid by the corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification by the corporation pursuant to this section.  Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the board of directors deems appropriate.


Our Bylaws provides that we shall indemnify our officers, directors, and employees, and agents unless specifically approved in writing by the board of directors, to the fullest extent authorized by Section 607.0850 of the Florida Business Corporation Act, or the FBCA, as it existed when the Bylaws were adopted or as it may hereafter be amended, but, in the case of any such amendment, only to the extent that such amendment permits us to provide broader indemnification rights than were permitted prior to such amendment.  Such indemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent; provided, however, that we shall indemnify any such person seeking indemnity in connection with an action, suit, or proceeding (or part thereof) initiated by such person only if such action, suit, or proceeding (or part thereof) was authorized by the our board of directors.

 

The Bylaws also provide that such rights of indemnification shall be a contract right and shall include the right to be paid by us for all reasonable expenses incurred in defending any such proceeding in advance of final disposition; provided, however, that the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer in advance of the final disposition of such proceeding shall be made only upon delivery to us of an undertaking, by or on behalf of such director or officer, to repay amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under the Bylaws or otherwise.


Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to our directors and officers, or to persons controlling us, pursuant to our Bylaws or Florida law, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.




47





In addition to the authority granted to us by Florida law to indemnify our directors, certain other provisions of the Florida Act have the effect of further limiting the personal liability of our directors.  Pursuant to Florida law, a director of a Florida corporation cannot be held personally liable for monetary damages to the corporation or any other person for any act or failure to act regarding corporate management or policy except in the case of certain qualifying breaches of the director’s duties.


Item 15. RECENT SALES OF UNREGISTERED SECURITIES


The two years prior to this Offering, we offered and sold securities below.  None of the issuances involved underwriters, underwriting discounts or commissions.  We relied upon Sections 4(2) of the Securities Act, and Rule 506 of the Securities Act of 1933, as amended for the offer and sale of the securities.  We believed these exemptions were available because:


·

We are not a blank check company;

·

We filed a Form D, Notice of Sales, with the SEC;

·

Sales were not made by general solicitation or advertising;

·

All certificates had restrictive legends; and

·

Sales were made to persons with a pre-existing relationship to members of our management.

 

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:


·

Access to all our books and records.

·

Access to all material contracts and documents relating to our operations.

·

The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

 

Shares Issued for Cash Consideration


On June 16, 2014, we issued 4,370,000 common shares to Robert Rowe, our Chief Executive Officer, President, Treasurer and Director for $0.000055 per share or an aggregate of $244.41.


On June 16, 2014, we issued 100,000 common shares to Leah Rowe, our Secretary for $0.000055 per share or an aggregate of $5.59.


On October 16, 2014, we sold 30,000 common shares to Michael Silveri, our Vice President and Director, at the price of $0.167 per share or an aggregate price of $5,000.


On January 23, 2015, we sold 10,000 common shares to Lisa Rogers at the price of $0.10 per share or an aggregate price of $11,000.


On January 26, 2015, we sold 10,000 common shares to Santo J. Ruma at the price of $0.10 per share or an aggregate price of $1,000.


On February 11, 2015, we sold 10,000 common shares to Michael Weir at the price of $0.10 per share or an aggregate price of $1,000.


On February 12, 2015, we sold 50,000 common shares to Vincent Beatty at the price of $0.10 per share or an aggregate price of $5,000.


On February 12, 2015, we sold 100,000 common shares to Heather Hall at the price of $0.10 per share or an aggregate price of $10,000.




48




On February 12, 2015, we sold 50,000 common shares to Madison Hall at the price of $0.10 per share or an aggregate price of $5,000.


On February 15, 2015, we sold 50,000 common shares to Ashley Hall at the price of $0.10 per share or an aggregate price of $5,000.


On February 16, 2015, we sold 100,000 common shares to Robert Hall at the price of $0.10 per share or an aggregate price of $10,000.


On February 19, 2015, we sold 15,000 common shares to Cheryl Bramos at the price of $0.10 per share or an aggregate price of $1,500.


On February 19, 2015, we sold 10,000 common shares to Luke A. Bramos at the price of $0.10 per share or an aggregate price of $1,000.

On February 19, 2015, we sold 100,000 common shares to Ronny Bramos at the price of $0.10 per share or an aggregate price of $10,000.


On February 19, 2015, we sold 100,000 common shares to Mike Kiernan at the price of $0.10 per share or an aggregate price of $10,000.


On February 20, 2015, we sold 100,000 common shares to Richy C. Bramos at the price of $0.10 per share or an aggregate price of $10,000


On February 20, 2015, we sold 10,000 common shares to Robert Bramos at the price of $0.10 per share or an aggregate price of $1,000.


On February 20, 2015, we sold 15,000 common shares to Tina M. Bramos at the price of $0.10 per share or an aggregate price of $1,500.


On February 20, 2015, we sold 30,000 common shares to Nancy Kiernan at the price of $0.10 per share or an aggregate price of $3,000.


On February 20, 2015, we sold 10,000 common shares to James C. Stavrojohn at the price of $0.10 per share or an aggregate price of $1,000.


On March 31, 2015, we sold 100,000 common shares to Steven Weiss at the price of $0.10 per share or an aggregate price of $10,000.


On April 3, 2015, we sold 20,000 common shares to Louis Bowzeres at the price of $0.10 per share or an aggregate price of $2,000.


On April 9, 2015, we sold 10,000 common shares to Robert Athanas at the price of $0.10 per share or an aggregate price of $1,000.


On April 10, 2015, we sold 10,000 common shares to Michael Athanas at the price of $0.10 per share or an aggregate price of $1,000.


On April 10, 2015, we sold 20,000 common shares to Gertrude Scamadella at the price of $0.10 per share or an aggregate price of $2,000.


On April 10, 2015, we sold 100,000 common share to Lisa Rogers at the price of $0.10 per share or an aggregate of $10,000.




49





Shares Issued for Services Rendered


On January 12, 2015, we issued 500,000 common shares to Oceanside Equities, Inc. a Florida corporation controlled by Vince Beatty for consulting services rendered.  We value these shares at $0.10 per share or an aggregate of $50,000.


On February 18, 2015, we issued 100,000 common shares to Hamilton & Associates Law Group, P.A. a Florida professional association controlled by Brenda Hamilton, for legal services rendered. We valued these shares at $0.10 per share or an aggregate of $10,000.


Item16.  EXHIBITS



Exhibit No.

Description

3.1

Articles of Incorporation

3.2

By-Laws

5.1

Legal Opinion of Hamilton & Associates Law Group, P.A.

10.1

Employment Agreement between Global Boatworks Holdings, Inc. and Robert Rowe

10.2

Employment Agreement between Global Boatworks Holdings, Inc. and Leah Rowe

10.3

Promissory Note between Global Boatworks, LLC and Financial Innovators Corp.

10.4

Agreement between Global Boatworks Holdings, Inc. and Global Boatworks, LLC

10.5

Agreement with Oceanside Equities, Inc.

23.1

Consent of Salberg & Company, P.A

23.2

Consent of Hamilton & Associates Law Group, P.A. (included in Exhibit 5.1)


All other Exhibits called for by Rule 601 of Regulation SK are not applicable to this filing.  


Item 17. UNDERTAKINGS


The undersigned registrant hereby undertakes:


(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


(i). To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii). To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than twenty percent (20%) change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii). To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;


(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.




50





(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.


(6). That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


(i). Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii). Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii). The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv). Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.





51





SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale on July 10, 2015.


 

 

 

 

Global Boatworks Holdings, Inc.

 

 

                       Date: July 10, 2015

By:

/s/ Robert Rowe

 

        Robert Rowe

 

        Chief Executive Officer, President, Treasurer and Director

 

        Principal Executive Officer, Acting Chief Financial Officer


In accordance with the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 was signed by the following persons in the capacities and on the dates stated.


Name

 

Title

 

Date

 

 

 

 

 

/s/ Robert Rowe           

 

Chief Executive Officer, President, Treasurer and Director

July 10, 2015

Robert Rowe

 

Principal Accounting Officer 

 

 

 

 

 

 








52



[EXHIBIT31002.GIF]




[EXHIBIT31004.GIF]





Bylaws


Of


Global Boatworks Holdings, Inc.


ARTICLE 1 -- SHAREHOLDERS


1.1  Annual Meeting. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. The time and place of the meeting shall be designated by the board of directors.


1.2  Special Meeting. Special meetings of the shareholders, for any purpose or purposes, shall be held when directed by the board of directors.


1.3  Place of Meeting. The board of directors may designate any place, either within or without the state of Florida, as the place of meeting for any annual or special meeting of the shareholders. If no designation is made, the place of meeting shall be the principal office of the corporation in the state of Florida.


1.4  Action Without a Meeting. Action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding shares of each voting group entitled to vote on it having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote were present and voted. To be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote, and delivered to the corporation at its principal office in Florida or its principal place of business, or to the corporate secretary or another officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take corporate action unless, within 60 days of the date of the earliest dated consent delivered in the manner required by this section, written consents signed by the number of holders required to take action are delivered to the corporation.

Any written consent may be revoked before the date that the corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the corporation at its principal office or its principal place of business, or received by the corporate secretary or other officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded.


Within 10 days after obtaining authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters' rights are provided under the articles of incorporation or by law, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares on compliance with applicable law.


A consent signed as required by this section has the effect of a meeting vote and may be



described as such in any document.


Whenever action is taken as provided in this section, the written consent of the shareholders consenting or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.


1.5  Notice of Meeting. Except as provided in F.S. Chapter 607, the Florida Business Corporation Act, written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by first-class mail, by, or at the direction of, the president or the secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If the notice is mailed at least 30 days before the date of the meeting, it may be effected by a class of United States mail other than first-class. If mailed, the notice shall be effective when mailed, if mailed postage prepaid and correctly addressed to the shareholder's address shown in the current record of shareholders of the corporation.


When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the board of directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.


1.6  Waiver of Notice of Meeting. Whenever any notice is required to be given to any shareholder, a waiver in writing signed by the person or persons entitled to such notice, whether signed before, during, or after the time of the meeting and delivered to the corporation for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of the meeting, unless the person objects at the beginning of the meeting to the holding of the meeting or the transacting of any business at the meeting, or (b) lack of defective notice of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter when it is presented.


1.7  Fixing of Record Date. In order that the corporation may determine the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to demand a special meeting, the board of directors may fix, in advance, a record date, not more than 70 days before the date of the meeting or any other action. A determination of shareholders of record entitled to notice of, or to vote at, a meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.


If no prior action is required by the board, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent is delivered to the corporation under Section 1.4 of these bylaws.




1.8  Shareholders' List. After fixing a record date for a meeting of shareholders, the corporation shall prepare an alphabetical list of the names of all its shareholders entitled to notice of the meeting, arranged by voting group with the address of, and the number, class, and series, if any, of shares held by, each shareholder. The shareholders' list must be available for inspection by any shareholder for 10 days before the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the corporation's transfer agent or registrar. Any shareholder of the corporation or the shareholder's agent or attorney is entitled on written demand to inspect the shareholders' list (subject to the requirements of F.S. 607.1602(3)) during regular business hours and at the shareholder's expense, during the period it is available for inspection.


The corporation shall make the shareholders' list available at the meeting of shareholders, and any shareholder or the shareholder's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.


1.9  Voting Per Share. Except as otherwise provided in the articles of incorporation or by F.S. 607.0721, each shareholder is entitled to one vote for each outstanding share held by him or her on each matter voted at a shareholders' meeting.


1.10  Voting of Shares. Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder or, in the absence of any applicable bylaw, by a person or persons designated by the board of directors of the corporate shareholder. In the absence of any such designation or, in case of conflicting designation by the corporate shareholder, the chair of the board, the president, any vice president, the secretary, and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote the shares.


Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name or the name of his or her nominee.


Shares held by, or under the control of, a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by such person without the transfer into his or her name.


If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting shall have the following effect: (a) if only one of the persons votes, in person or by proxy, that act binds all; (b) if more than one votes, in person or by proxy, the act of the majority so voting binds all; (c) if more than one votes, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally; or (d) if the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority



or a vote evenly split for purposes hereof shall be a majority or a vote evenly split in interest. The principles of this paragraph shall apply, as far as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum.


1.11  Proxies. Any shareholder of the corporation, other person entitled to vote on behalf of a shareholder under F.S. 607.0721, or attorney-in-fact for such persons, may vote the shareholder's shares in person or by proxy. Any shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form, either personally or by an attorney-in-fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be deemed a sufficient appointment form.


An appointment of a proxy is effective when received by the secretary of the corporation or such other officer or agent authorized to tabulate votes, and shall be valid for up to 11 months, unless a longer period is expressly provided in the appointment form.


The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.


An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.


1.12  Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the articles of incorporation or by law, a majority of the shares entitled to vote on the matter by each voting group, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders.


Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.


1.13  Effect of Action. If a quorum is present, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater or lesser number of affirmative votes is required by the articles of incorporation or by law.


1.14  Voting for Directors. Directors will be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.


1.15  Inspectors of Election. Before each shareholders' meeting, the board of directors or president shall appoint one or more inspectors of election. On appointment, each inspector shall take and sign an oath to faithfully execute the duties of inspector at the meeting with strict impartiality and to the best of his or her ability. Inspectors shall determine the number of shares outstanding, the number of shares present at the meeting, and whether a quorum is present. The inspectors shall receive votes and ballots and determine all challenges and questions as to the right to



vote. The inspectors shall count and tabulate all votes and ballots and determine the result. Inspectors shall perform other duties as are proper to conduct elections of directors and votes on other matters with fairness to all shareholders. Inspectors shall make a certificate of the results of elections of directors and votes on other matters. No inspector shall be a candidate for election as a director of the corporation.


ARTICLE 2 -- BOARD OF DIRECTORS


2.1  General Powers. Except as provided in the articles of incorporation and by law, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors.


2.2  Number, Terms, Classification, and Qualification. The board of directors of the corporation shall consist of a minimum of one and a maximum of nine persons. The number of directors may at any time and from time to time be increased or decreased by action of either the shareholders or the board of directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director must be a natural person of at least 18 years of age, but need not be a citizen of the United States of America, a resident of Florida, or a shareholder of the corporation. Each director shall hold office until a successor has been elected and qualified or until an earlier resignation, removal from office, or death.  


2.3  Regular Meetings. An annual regular meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the shareholders and at such other time and place as may be determined by the board of directors. The board may, at any time and from time to time, provide by resolution the time and place, either within or without the state of Florida, for the holding of the annual regular meeting or additional regular meeting of the board without other notice than the resolution.


2.4  Special Meetings. Special meetings of the board of directors may be called by the chair of the board, the president, or any two directors.


The person or persons authorized to call special meetings of the board may designate any place, either within or without the state of Florida, as the place for holding any special meeting of the board called by them. If no designation is made, the place of the meeting shall be the principal office of the corporation in Florida.


Notice of any special meeting of the board may be given by any reasonable means, oral or written, and at any reasonable time before the meeting. The reasonableness of notice given in connection with any special meeting of the board shall be determined in light of all pertinent circumstances. It shall be presumed that notice of any special meeting given at least two days before the meeting either orally (by telephone or in person), or by written notice delivered personally or mailed to each director at his or her business or residence address, is reasonable. If mailed, the notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mail, so addressed, with postage prepaid. If notice is given by telegram, it shall be deemed to be delivered when the telegram is delivered to the telegraph company. Neither the business to be transacted at, nor the purpose or purposes of, any special meeting need be specified in the notice or in any written waiver of notice of the meeting.




2.5  Waiver of Notice of Meeting. Notice of a meeting of the board of directors need not be given to any director who signs a written waiver of notice before, during, or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly on arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.


2.6  Quorum. Each director including the Chairman of the Board of Directors [if any] shall be entitled to one Board Vote. A majority vote of the number of directors fixed by, or in the manner provided in, these bylaws shall constitute a quorum for the transaction of business; provided, however, that whenever, for any reason, a vacancy occurs in the board of directors, a quorum shall consist of a majority of the remaining directors until the vacancy has been filled.


2.7  Effect of Action. The act of a majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the board of directors.


2.8  Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or a committee of the board when corporate action is taken shall be presumed to have assented to the action taken, unless he or she objects at the beginning of the meeting, or promptly on arrival, to holding the meeting or transacting specific business at the meeting, or he or she votes against or abstains from the action taken.


2.9  Action Without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors or a committee of it may be taken without a meeting if a consent in writing, stating the action so taken, is signed by all the directors. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.


2.10  Meetings by Means of Conference Telephone Call or Similar Electronic Equipment. Members of the board of directors may participate in a meeting of the board by means of a conference telephone call or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.


2.11  Resignation. Any director may resign at any time by giving written notice to the corporation, the board of directors, or its chair. The resignation of any director shall take effect when the notice is delivered unless the notice specifies a later effective date, in which event the board may fill the pending vacancy before the effective date if it provides that the successor does not take office until the effective date.


2.12  Removal. Any director, or the entire board of directors, may be removed at any time, with or without cause, by action of the shareholders. If a director was elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director. The notice of the meeting at which a vote is taken to remove a director must state that the purpose or one of the purposes of the meeting is the removal of the director or directors.




2.13  Vacancies. Any vacancy in the board of directors, including any vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors, or by the shareholders.


2.14  Compensation. Each director may be paid the expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as a director or a fixed sum for attendance at each meeting of the board of directors or both, as may from time to time be determined by action of the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation for those services.


ARTICLE 3 -- COMMITTEES OF THE BOARD OF DIRECTORS


The board of directors, by resolution adopted by a majority of the full board, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the board of directors, except as prohibited by F.S. 607.0825(1).


Each committee must have two or more members who serve at the pleasure of the board. The board of directors, by resolution adopted in accordance with this article, may designate one or more directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of the committee.


ARTICLE 4 -- OFFICERS


4.1  Officers. The officers of the corporation shall be a chief executive officer, a president, a vice president, a secretary, a treasurer, and any other officers and assistant officers as may be deemed necessary, and as shall be approved, by the board of directors. Any two or more offices may be held by the same person.


4.2  Appointment and Term of Office. The officers of the corporation shall be appointed annually by the board of directors at the first meeting of the board held after the shareholders' annual meeting. If the appointment of officers does not occur at this meeting, the appointment shall occur as soon thereafter as practicable. Each officer shall hold office until a successor has been duly appointed and qualified, or until an earlier resignation, removal from office, or death.


4.3  Resignation. Any officer of the corporation may resign from his or her respective office or position by delivering notice to the corporation. The resignation is effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.


4.4  Removal. Any officer of the corporation may be removed from his or her respective office or position at any time, with or without cause, by the board of directors.


4.5  President. The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, generally supervise and control all of the business and affairs of the corporation, and preside at all meetings of the shareholders, the board of directors,



and all committees of the board of directors on which he or she may serve. In addition, the president shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors, and as are incident to the offices of president and chief executive officer.


4.6  Vice Presidents. Each vice president shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors.


4.7  Secretary. The secretary shall keep the minutes of the proceedings of the shareholders and of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and the seal of the corporation; and keep a register of the post office address of each shareholder of the corporation. In addition, the secretary shall possess, and may exercise, such power and authority, and shall perform the duties, as may from time to time be assigned to him or her by the board of directors and as are incident to the office of secretary.


4.8  Treasurer. The treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever; and deposit all such money in the name of the corporation in such banks, trust companies, or other depositaries as shall be used by the corporation. In addition, the treasurer shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors and as are incident to the office of treasurer.


4.9  Other Officers, Employees, and Agents. Each and every other officer, employee, and agent of the corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors, the officer appointing him or her, and the officer or officers who may from time to time be designated by the board to exercise supervisory authority.


4.10  Compensation. The compensation of the officers of the corporation shall be fixed from time to time by the board of directors.


ARTICLE 5 -- CERTIFICATES OF STOCK


5.1  Certificates for Shares. The board of directors shall determine whether shares of the corporation shall be uncertificated or certificated. If certificated shares are issued, certificates representing shares in the corporation shall be signed (either manually or by facsimile) by the president or vice president and the secretary or an assistant secretary and may be sealed with the seal of the corporation or a facsimile thereof. A certificate that has been signed by an officer or officers who later cease to hold such office shall be valid.


5.2  Transfer of Shares; Ownership of Shares. Transfers of shares of stock of the corporation shall be made only on the stock transfer books of the corporation, and only after the surrender to the corporation of the certificates representing such shares. Except as provided by F.S. 607.0721, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes, and the corporation shall not be bound



to recognize any equitable or other claim to, or interest in, such shares on the part of any other person, whether or not it shall have express or other notice thereof.


5.3  Lost Certificates. The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken; (b) requests the issuance of a new certificate before the corporation has notice that the lost, destroyed, or wrongfully taken certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) at the discretion of the board of directors, gives bond in such form and amount as the corporation may direct, to indemnify the corporation, the transfer agent, and the registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.


ARTICLE 6 -- ACTIONS WITH RESPECT TO SECURITIES

OF OTHER CORPORATIONS


Unless otherwise directed by the board of directors, the president or a designee of the president shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of shareholders of, or with respect to any action of shareholders of, any other corporation in which this corporation may hold securities and to otherwise exercise any and all rights and powers that the corporation may possess by reason of its ownership of securities in other corporations.


ARTICLE 7 – AMENDMENTS


These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by action of the board of directors. The shareholders of the corporation may alter, amend, or repeal these bylaws or adopt new bylaws even though these bylaws also may be amended or repealed by the board of directors.


ARTICLE 8 -- CORPORATE SEAL


The board of directors shall provide for a corporate seal that shall be circular and shall have the name of the corporation, the year of its incorporation, and the state of incorporation inscribed on it.



Hamilton & Associates Law Group, P.A.

Attorneys    Counselors    Consultants

101 Plaza Real South, Suite 202N, Boca Raton, FL 33432

www.SecuritiesLawyer101.com

email: info@securitieslawyer101.com

  Telephone: 561-416-8956

    Facsimile: 561-416-2855



July 10, 2015


Global Boatworks Holdings, Inc.

2637 Atlantic Blvd., #134

Pompano Beach, FL 33062


Re: Registration Statement on Form S-1


Gentlemen:

 

Hamilton & Associates Law Group, P.A. (the “Law Firm”) has acted as counsel to Global Boatworks Holdings, Inc. (the “Company”), a Florida corporation, in the preparation of a Registration Statement on Form S-1 (the “Registration Statement”), filed on July 10, 2015 covering 1,130,000 shares of the Company’s Common Stock held by the selling shareholders (the “Stock”) identified in the Registration Statement.


In so acting, this Law Firm has examined and relied upon such records, documents and other instruments as in this Law Firm’s judgment are necessary or appropriate in order to express the opinion hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to the Law Firm as originals, and the conformity to original documents of all documents submitted to the Law Firm as certified or photostatic copies. This opinion is based upon the laws of the state of Florida.


Based on the foregoing, this Law firm is of the opinion that:

 

1.

The Stock is duly and validly issued, fully paid and non assessable.

 

2.

The issuance of the Stock has been duly authorized.


The Law Firm hereby consents to the use of this opinion in the Prospectus discussion of the opinion in and to being named in the “Expert” section of the Registration Statement. The Law Firm also consents to the reproduction of the opinion as Exhibit 5 to the Registration Statement filed with the Commission.

 

Very Truly Yours,

 

 

 

Hamilton & Associates Law Group P. A.

 

 

 

 

By:

/s/ Brenda Lee Hamilton

 

 

Brenda Lee Hamilton, Esquire

 

 

Principal of Hamilton & Associates Law Group, P.A. For the Firm

 





EXECUTIVE EMPLOYMENT AGREEMENT


The Executive Employment Agreement (the “Agreement”) is between Global Boatworks Holdings, Inc a Florida Corporation (the “Company”) and Robert Rowe (the “Employee”) effective as of May 11, 2015 (the “Effective Date”).

RECITALS


WHEREAS, the Company desires that the Employee become the Chairman of the Board, Chief Executive Officer, President and Treasurer of the Company.

WHEREAS, the Employee desires to accept such role under the terms hereof.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, the parties hereby agree as follows:

1. Term of Employment . The period of employment of Employee by the Company under the Agreement (the Employment Period) shall be deemed to have commenced on the Effective Date and shall terminate three (3) years thereafter.

2. Duties . During his employment by the Company, the Employee shall perform such duties as are customary and typical by an officer of a publicly traded company, and shall discharge such duties in a professional and diligent manner at all times, to the best of his abilities. Employee’s employment shall also be subject to the policies maintained and established by the Company, if any, as the same may be amended from time to time. In keeping with these duties, Employee shall make full disclosure to the Board of Directors of all business opportunities pertaining to the business of the Company or its Affiliates and should not appropriate for Employee’s own benefit business opportunities that fall within the scope of the businesses conducted by the Company and its Affiliates.

3. Compensation . The Company shall pay to Employee a base salary of $1,700 per week, full or part plus applicable bonuses as are awarded by the Board of Directors from time to time based on performance, which may either be paid in stock or cash at the discretion of the Board. The employee is also entitled to thirty (30) days paid leave per annum.

4. During the Term . Employee shall serve in the capacity of the Company's Chief Executive Officer, President and Treasurer.  Employee shall also serve as a director of the Company but shall not be compensated for his services as a director.

5. Reimbursement for Expenses . The Company shall reimburse the Employee within thirty (30) days of the submission of appropriate documentation, and in no event later than the last day of the calendar year following the year in which an expense was incurred, for all reasonable and approved travel and entertainment expenses and other disbursements incurred by him for or on behalf of the Company in the course and scope of his employment under the Agreement.

6. Termination of Agreement .

(a) Death. The Agreement shall automatically terminate upon the death of Employee.

(b) Disability. If, as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been substantially unable, either with or without reasonable accommodation, to perform his duties hereunder for an entire period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given after such six (6) month period, Employee shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Employee’s employment hereunder for Disability, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of the Agreement. Any dispute between the Employee and the Company regarding whether Employee has a Disability shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Employee shall be final and conclusive for all purposes of the Agreement. Employee acknowledges and agrees that a request by the Company for such a determination shall not be considered as evidence that the Company regarded the Employee as having a Disability.



(c) Termination By Company For Cause. The Company may terminate the Agreement upon written notice to Employee at any time for “Cause” in accordance with the procedures provided below;

(d) For purposes of the Agreement, “Cause” shall mean:

(i) the material breach of any provision of the Agreement by Employee which has not been cured within five business (5) days after the Company provides notice of the breach to Employee; provided, however, if the act or omission that is the subject of such notice is substantially similar to an act or omission with respect to which Employee has previously received notice and an opportunity to cure, then no additional notice is required and the Agreement may be terminated immediately upon the Company’s election and written notice to Employee;

(ii) the entry of a plea of guilty or judgment entered after trial finding Employee guilty of a crime punishable by imprisonment in excess of one year involving moral turpitude (meaning a crime that includes the commission of an act of gross dishonesty or bad morals;

(iii) willfully engaging by Employee in conduct that the Employee knows or reasonably should know is detrimental to the reputation, character or standing or otherwise injurious to the Company or any of its shareholders, direct or indirect subsidiaries and affiliates, monetarily or otherwise;

(iv) without limiting the generality of Section 6(d)(i), the breach or threatened breach of any of the provisions of Sections 8, 9 or 10; or

(v) a ruling in any state or federal court or by an arbitration panel that the Employee has breached the provisions of a non-compete or non-disclosure agreement, or any similar agreement or understanding which would in any way limit, as determined by the Board of Directors of the Company, the Employee’s ability to perform under the Agreement now or in the future.

(e) Termination By Company Without Cause. The Company, by a vote of a majority of the Board of Directors, may terminate the Agreement at any time, and for any reason, by providing at least one hundred and eighty (180) days written notice to Employee.

(f) Termination By Employee With Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”):

(i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s position(s), duties, responsibilities or status with the Company immediately prior to such change (including any diminution of such duties or responsibilities) or (B) an adverse change in Employee’s titles or offices (including, membership on the Board of Directors) with the Company;


(ii) A reduction in Employee’s Base Salary or Bonus opportunity;

(iii) The relocation of the Company’s principal executive offices more than 50 miles from their present location without satisfactory consultation and mutual consent;

(iv) The failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits;

(v) Any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement;

(vi) The Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company;

(vii) Any other breach of a material provision of the Agreement by the Company.

For purposes of clauses (iii) through (vi) and (vii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by



Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

7. Effect of Termination . Upon the termination of the Agreement, no rights of Employee which shall have accrued prior to the date of such termination, including the right to receive any bonus Fully-Earned through the date of such termination, shall be affected in any way.

(a) Upon Death of Employee. During the Term, if Employee’s employment is terminated due to his death, Employee’s estate shall be entitled to receive the Base Salary set forth in Section 3 accrued through the date of death and any bonus Fully-Earned (as herein defined) through the date of such termination; provided, however, Employee’s estate shall not be entitled to any other benefits (except as provided by law or separate agreement). “Fully-Earned” shall mean that for purposes of determining whether the Employee shall be entitled to a bonus, that such Employee shall be treated as if he had been employed through the last date of the regular period for determining whether or not a bonus is payable in the standard manner that all such employees are evaluated even though Employee is no longer employed by the Company, and him eligibility for an incentive bonus, if any, shall be determined accordingly. Further, a surviving spouse of Employee shall be eligible for continuation of family benefits pursuant to Section 3(c) subject to compliance with Plan provisions at the full premium rate (Company plus employee portion) for a one (1) year period after the date of termination.

(b) For Disability; By Company Without Cause; By Employee with Good Reason.

If the Agreement is terminated under Section 6 (b), (e) or (f):

(i) Employee shall be entitled to receive his Base Salary set forth in Section 3 accrued through the date of such termination and any bonus Fully-Earned through the date of such termination, and shall receive a severance equal to twelve (12) months salary, paid out in twelve (12) equal monthly installments; and

(ii) Except as provided for in the Section 7(b), Employee shall not have any rights, which have not previously accrued upon termination of the Agreement.

(c) By Company With Cause. In the event of termination of Employee’s employment Section 6(c) Employee shall be entitled to receive the Base Salary and benefits set forth in Section 3 accrued through the date of termination, and he shall not be entitled to any other benefits (except as required by law).

8. Confidential Information .

(a) The Company shall disclose to Employee, or place Employee in a position to have access to or develop, trade secrets or confidential information of Company or its Affiliates; and/or shall entrust Employee with business opportunities of Company or its Subsidiaries; and/or shall place Employee in a position to develop business good will on behalf of Company or its Subsidiaries.

(b) The Employee acknowledges that in his employment hereunder he occupies a position of trust and confidence and agrees that he will treat as confidential and will not, without prior written authorization from the Company, directly or indirectly, disclose or make known to any person or use for her own benefit or gain, the methods, process or manner of accomplishing the business undertaken by the Company or its Subsidiaries, or any non-public information, plans, formulas, products, trade secrets, marketing or merchandising strategies, or confidential material or information and instructions, technical or otherwise, issued or published for the sole use of the company, or information which is disclosed to the Employee or in any way acquired by him during the term of the Agreement, or any information concerning the present or future business, processes, or methods of operation of the Company or its subsidiaries, or concerning improvement, inventions or know how relating to the same or any part thereof, it being the intent of the Company, with which intent the Employee hereby agrees, to restrict him from disseminating or using for his own benefit any information belonging directly or indirectly to the Company which is unpublished and not readily available to the general public.

9. Successors and Assigns . The Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations hereunder, provided, however, that the provisions hereof shall inure to the benefit of, and be binding upon, each successor of the Company, whether by merger, consolidation, acquisition or otherwise, unless otherwise agreed to by the Employee and the Company.



10. Notices . Any notice required or permitted to be given to the Employee pursuant to the Agreement shall be sufficiently given if sent to the Employee by registered or certified mail addressed to the Employee at PO Box 670 Lyn Ma 01903 or at such other address as he shall designate by notice to the Company, and any notice required or permitted to be given to the Company pursuant to the Agreement shall be sufficiently given if sent to the Company by registered or certified mail addressed to it at 2637 E Atlantic Blvd, Suite 134Pompano Beach 33062, or at such other address as it shall designate by notice to the Employee.

11. Invalid Provisions . The invalidity or unenforceability of a particular provision of the Agreement shall not affect the enforceability of any other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12. Amendments To The Agreement . The Agreement may only be amended in writing by an agreement executed by both parties hereto.

13. Entire Agreement . The Agreement contains the entire agreement of the parties hereto and supersedes any and all prior agreements, oral or written, and negotiations between said parties regarding the subject matter contained herein.

14. Applicable Law and Venue . The Agreement is entered into under, and shall be governed for all purposes, by the laws of the State of Florida, with venue of any lawsuit between the parties being in Broward County, Florida.

15. No Waiver . No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of the Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16. Severability . If a Court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of the Agreement, and all other provisions shall remain in full force and effect.

17. Counterparts . The Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.


18. Withholding of Taxes and Other Employee Deductions . The Company may withhold from any benefits and payments made pursuant to the Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling.

19. Indemnification . The Company shall indemnify Employee from any claims, demands or liabilities of any kind or nature arising out of his employment with the Company, that are not the result of his own actions, or actions within his control.

20. Gender Correction and Neutrality . This Agreement may contain one or more references to he or she, or his or her. It is stipulated and agreed that Employee is a male, and all such references, to the extent they are inconsistent with this, shall be deemed to be corrected.

In witness whereof, the parties hereto have executed the Agreement as of the day and year above written.

 

 

 

 

Global Boatworks Holdings, Inc.

 

Employee

/s/ Robert Rowe

 

/s/ Robert Rowe

By: Robert Rowe

 

By: Robert Rowe




EXECUTIVE EMPLOYMENT AGREEMENT


The Executive Employment Agreement (the “Agreement”) is between Global Boatworks Holdings, Inc a Florida Corporation (the “Company”) and Leah Rowe (the “Employee”) effective as of May 11, 2015 (the “Effective Date”).

RECITALS


WHEREAS, the Company desires that the Employee become the Chairman of the Board, Chief Executive Officer, President and Treasurer of the Company.

WHEREAS, the Employee desires to accept such role under the terms hereof.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, the parties hereby agree as follows:

1. Term of Employment . The period of employment of Employee by the Company under the Agreement (the Employment Period) shall be deemed to have commenced on the Effective Date and shall terminate three (3) years thereafter.

2. Duties . During his employment by the Company, the Employee shall perform such duties as are customary and typical by an officer of a publicly traded company, and shall discharge such duties in a professional and diligent manner at all times, to the best of his abilities. Employee’s employment shall also be subject to the policies maintained and established by the Company, if any, as the same may be amended from time to time. In keeping with these duties, Employee shall make full disclosure to the Board of Directors of all business opportunities pertaining to the business of the Company or its Affiliates and should not appropriate for Employee’s own benefit business opportunities that fall within the scope of the businesses conducted by the Company and its Affiliates.

3. Compensation . The Company shall pay to Employee a base salary of $150 per week, full or part plus applicable bonuses as are awarded by the Board of Directors from time to time based on performance, which may either be paid in stock or cash at the discretion of the Board. The employee is also entitled to thirty (30) days paid leave per annum.

4. During the Term . Employee shall serve in the capacity of the Company's Chief Executive Officer, President and Treasurer.  Employee shall also serve as a director of the Company but shall not be compensated for his services as a director.

5. Reimbursement for Expenses . The Company shall reimburse the Employee within thirty (30) days of the submission of appropriate documentation, and in no event later than the last day of the calendar year following the year in which an expense was incurred, for all reasonable and approved travel and entertainment expenses and other disbursements incurred by him for or on behalf of the Company in the course and scope of his employment under the Agreement.

6. Termination of Agreement .

(a) Death. The Agreement shall automatically terminate upon the death of Employee.

(b) Disability. If, as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been substantially unable, either with or without reasonable accommodation, to perform his duties hereunder for an entire period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given after such six (6) month period, Employee shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Employee’s employment hereunder for Disability, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of the Agreement. Any dispute between the Employee and the Company regarding whether Employee has a Disability shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Employee shall be final and conclusive for all purposes of the Agreement. Employee acknowledges and agrees that a request by the Company for such a determination shall not be considered as evidence that the Company regarded the Employee as having a Disability.



(c) Termination By Company For Cause. The Company may terminate the Agreement upon written notice to Employee at any time for “Cause” in accordance with the procedures provided below;

(d) For purposes of the Agreement, “Cause” shall mean:

(i) the material breach of any provision of the Agreement by Employee which has not been cured within five business (5) days after the Company provides notice of the breach to Employee; provided, however, if the act or omission that is the subject of such notice is substantially similar to an act or omission with respect to which Employee has previously received notice and an opportunity to cure, then no additional notice is required and the Agreement may be terminated immediately upon the Company’s election and written notice to Employee;

(ii) the entry of a plea of guilty or judgment entered after trial finding Employee guilty of a crime punishable by imprisonment in excess of one year involving moral turpitude (meaning a crime that includes the commission of an act of gross dishonesty or bad morals;

(iii) willfully engaging by Employee in conduct that the Employee knows or reasonably should know is detrimental to the reputation, character or standing or otherwise injurious to the Company or any of its shareholders, direct or indirect subsidiaries and affiliates, monetarily or otherwise;

(iv) without limiting the generality of Section 6(d)(i), the breach or threatened breach of any of the provisions of Sections 8, 9 or 10; or

(v) a ruling in any state or federal court or by an arbitration panel that the Employee has breached the provisions of a non-compete or non-disclosure agreement, or any similar agreement or understanding which would in any way limit, as determined by the Board of Directors of the Company, the Employee’s ability to perform under the Agreement now or in the future.

(e) Termination By Company Without Cause. The Company, by a vote of a majority of the Board of Directors, may terminate the Agreement at any time, and for any reason, by providing at least one hundred and eighty (180) days written notice to Employee.

(f) Termination By Employee With Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”):

(i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s position(s), duties, responsibilities or status with the Company immediately prior to such change (including any diminution of such duties or responsibilities) or (B) an adverse change in Employee’s titles or offices (including, membership on the Board of Directors) with the Company;


(ii) A reduction in Employee’s Base Salary or Bonus opportunity;

(iii) The relocation of the Company’s principal executive offices more than 50 miles from their present location without satisfactory consultation and mutual consent;

(iv) The failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits;

(v) Any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement;

(vi) The Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company;

(vii) Any other breach of a material provision of the Agreement by the Company.

For purposes of clauses (iii) through (vi) and (vii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by



Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

7. Effect of Termination . Upon the termination of the Agreement, no rights of Employee which shall have accrued prior to the date of such termination, including the right to receive any bonus Fully-Earned through the date of such termination, shall be affected in any way.

(a) Upon Death of Employee. During the Term, if Employee’s employment is terminated due to his death, Employee’s estate shall be entitled to receive the Base Salary set forth in Section 3 accrued through the date of death and any bonus Fully-Earned (as herein defined) through the date of such termination; provided, however, Employee’s estate shall not be entitled to any other benefits (except as provided by law or separate agreement). “Fully-Earned” shall mean that for purposes of determining whether the Employee shall be entitled to a bonus, that such Employee shall be treated as if he had been employed through the last date of the regular period for determining whether or not a bonus is payable in the standard manner that all such employees are evaluated even though Employee is no longer employed by the Company, and him eligibility for an incentive bonus, if any, shall be determined accordingly. Further, a surviving spouse of Employee shall be eligible for continuation of family benefits pursuant to Section 3(c) subject to compliance with Plan provisions at the full premium rate (Company plus employee portion) for a one (1) year period after the date of termination.

(b) For Disability; By Company Without Cause; By Employee with Good Reason.

If the Agreement is terminated under Section 6 (b), (e) or (f):

(i) Employee shall be entitled to receive his Base Salary set forth in Section 3 accrued through the date of such termination and any bonus Fully-Earned through the date of such termination, and shall receive a severance equal to twelve (12) months salary, paid out in twelve (12) equal monthly installments; and

(ii) Except as provided for in the Section 7(b), Employee shall not have any rights, which have not previously accrued upon termination of the Agreement.

(c) By Company With Cause. In the event of termination of Employee’s employment Section 6(c) Employee shall be entitled to receive the Base Salary and benefits set forth in Section 3 accrued through the date of termination, and he shall not be entitled to any other benefits (except as required by law).

8. Confidential Information .

(a) The Company shall disclose to Employee, or place Employee in a position to have access to or develop, trade secrets or confidential information of Company or its Affiliates; and/or shall entrust Employee with business opportunities of Company or its Subsidiaries; and/or shall place Employee in a position to develop business good will on behalf of Company or its Subsidiaries.

(b) The Employee acknowledges that in his employment hereunder he occupies a position of trust and confidence and agrees that he will treat as confidential and will not, without prior written authorization from the Company, directly or indirectly, disclose or make known to any person or use for her own benefit or gain, the methods, process or manner of accomplishing the business undertaken by the Company or its Subsidiaries, or any non-public information, plans, formulas, products, trade secrets, marketing or merchandising strategies, or confidential material or information and instructions, technical or otherwise, issued or published for the sole use of the company, or information which is disclosed to the Employee or in any way acquired by him during the term of the Agreement, or any information concerning the present or future business, processes, or methods of operation of the Company or its subsidiaries, or concerning improvement, inventions or know how relating to the same or any part thereof, it being the intent of the Company, with which intent the Employee hereby agrees, to restrict him from disseminating or using for his own benefit any information belonging directly or indirectly to the Company which is unpublished and not readily available to the general public.

9. Successors and Assigns . The Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations hereunder, provided, however, that the provisions hereof shall inure to the benefit of, and be binding upon, each successor of the Company, whether by merger, consolidation, acquisition or otherwise, unless otherwise agreed to by the Employee and the Company.



10. Notices . Any notice required or permitted to be given to the Employee pursuant to the Agreement shall be sufficiently given if sent to the Employee by registered or certified mail addressed to the Employee at PO Box 670 Lyn Ma 01903 or at such other address as he shall designate by notice to the Company, and any notice required or permitted to be given to the Company pursuant to the Agreement shall be sufficiently given if sent to the Company by registered or certified mail addressed to it at 2637 E Atlantic Blvd, Suite 134 Pompano Beach 33062, or at such other address as it shall designate by notice to the Employee.

11. Invalid Provisions . The invalidity or unenforceability of a particular provision of the Agreement shall not affect the enforceability of any other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12. Amendments To The Agreement . The Agreement may only be amended in writing by an agreement executed by both parties hereto.

13. Entire Agreement . The Agreement contains the entire agreement of the parties hereto and supersedes any and all prior agreements, oral or written, and negotiations between said parties regarding the subject matter contained herein.

14. Applicable Law and Venue . The Agreement is entered into under, and shall be governed for all purposes, by the laws of the State of Florida, with venue of any lawsuit between the parties being in Broward County, Florida.

15. No Waiver . No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of the Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16. Severability . If a Court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of the Agreement, and all other provisions shall remain in full force and effect.

17. Counterparts . The Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.


18. Withholding of Taxes and Other Employee Deductions . The Company may withhold from any benefits and payments made pursuant to the Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling.

19. Indemnification . The Company shall indemnify Employee from any claims, demands or liabilities of any kind or nature arising out of his employment with the Company, that are not the result of his own actions, or actions within his control.

20. Gender Correction and Neutrality . This Agreement may contain one or more references to he or she, or his or her. It is stipulated and agreed that Employee is a male, and all such references, to the extent they are inconsistent with this, shall be deemed to be corrected.

In witness whereof, the parties hereto have executed the Agreement as of the day and year above written.

 

 

 

 

Global Boatworks Holdings, Inc.

 

Employee

/s/ Robert Rowe

 

/s/ Leah Rowe

By: Robert Rowe

 

By: Leah Rowe




PROMISSORY NOTE


FOR VALUE RECEIVED, on September 25, 2014 , Global Boatworks, LLC, a Florida limited liability company (the “Maker”), promises to pay to the order of Financial Innovators Corp. , a Florida corporation (the “Holder”), the principal amount of one hundred thousand dollars ($100,000.00), together with interest due hereunder on or before June 20, 2022.  


1. Interest.   The outstanding principal balance of this Interest shall accrue on the outstanding principal balance of this Promissory Note at a fixed rate of two (2%) percent per annum.  Interest shall be calculated on the basis of a 365-day year.


2.  Interest Method of Payment; Application.   Payments (including all prepayments) received by Holder on Promissory Note shall be applied first to the payment of accrued and unpaid interest and only thereafter to the outstanding principal balance of this Amended and Restated Promissory Note.


3. Prepayment.   Maker may prepay the principal and accrued interest due at any time without penalty.


4. Notices.   All notices shall be deemed to have been given upon receipt. All notices shall be addressed to the parties at the addresses below :


To the Maker:   2637 E. Atlantic Blvd # 134, Pompano Beach, Florida 33062


To the Holder:   510 Se 18th Ave Pompano Beach, Florida 33060


5. Governing law.   This Promissory Note shall be governed by, and shall be construed and interpreted in accordance with the laws of the State of Florida.


6. Entire agreement.   This Promissory Note constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified, amended, or changed except in writing.  


7. Benefits; binding effect .  This Promissory Note shall be for the benefit of, and shall be binding upon, the Maker and the Holder and their respective successors and assigns.


8. Jurisdiction and venue .  Any claim or dispute arising out of, connected with, or in any way related to this Promissory Note shall be instituted by the complaining party and adjudicated in a court of competent jurisdiction located in Broward County, Florida.


9. Headings .  The headings contained in this Promissory Note are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.



Financial Innovators Corp.


/s/Ronald Rowe

By: Ronald R. Rowe, President




IN WITNESS WHEREOF, the undersigned have executed this Promissory Note to be effective as of the date first written above, on June 19, 2015.

Global Boatworks, LLC (Maker)

/s/Robert Rowe

Robert Rowe, Managing Member- President










ACQUISITION AGREEMENT

This Agreement is effective as of May 11, 2015 by and among Global Boatworks, LLC, a Florida Limited Liability Company ("Global LLC"), Global Boatworks Holdings, Inc. (“Global Boatworks”), and the persons listed on the signature page hereto who own 100% of the outstanding securities of Global Boatworks, LLC., (the “Holders”).


WHEREAS , Global Boatworks, desires to acquire 100% of the securities of Global LLC from the Holders solely in exchange for shares of Global Boatworks’ common stock at $.0001 par value (the “Common Shares”), as set forth on Exhibit A hereto, (the “Acquisition”);


WHEREAS , upon execution hereof, the Holders will sell the Global LLC securities to Global Boatworks solely in exchange for the Global Boatworks Common Shares;


WHEREAS , upon completion of the transactions contemplated by the Acquisition, Global LLC shall become a wholly-owned subsidiary of Global Boatworks


NOW THEREFORE , in consideration of the mutual promises, covenants, representations and warranties contained herein, and other good and valuable consideration, each of the parties hereto agrees as follows:


1.  Upon execution hereof, Global Boatworks shall acquire 100% of Global LLC’s issued and outstanding securities from the Holders solely in exchange for the Global Boatworks’ Common Shares and Global LLC shall become a wholly owned subsidiary of Global Boatworks


2. The transactions contemplated by this Agreement shall be effective as of May 11, 2015 (the “Closing”).

3. At the Closing, the following shall occur: (i) Each Holder shall sell to Global Boatworks 100% of his or her Global LLC securities to make Global Boatworks the sole holder thereof; and (ii) Global Boatworks shall deliver to the Holders, certificates representing the Common Shares issued as set forth on Exhibit A hereto.

4. Upon execution thereof, Global LLC will deliver all of its business and corporate records to Global Boatworks, including but not limited to correspondence, files, bank statements, income tax returns, checkbooks, savings account books, minutes of managers’ meetings, financial statements, Global LLC securities ownership records, agreements and contracts.


5. Each Holder understands that Global Boatworks Common Shares have not been registered under the Securities Act of 1933 (the "1933 Act"). Each Holder represents he or she is acquiring Global Boatworks Common Shares for investment without a view towards distribution.  


6. Each Holder represents that he or she is, and at Closing will be, the holder of Global LLC securities as set forth ion Exhibit A hereto.


7. Each Holder represents that he or she has, and at Closing will have, valid title to his or her Global LLC securities and acquired such Global LLC securities in a lawful transaction in accordance with the laws of the state of Florida. Global LLC securities will be, at closing, free and clear of all liens, security interests, pledges, charges, claims, encumbrances and restrictions of any kind. None of Global LLC securities are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to such shares and, except as provided in this Agreement, no Holder is



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a party to any agreement which offers or grants to any person the right to purchase or acquire any of Global LLC securities.


8. This Agreement is subject to the terms of all applicable federal, state, and municipal laws, regulations, and decisions, whether existing or enacted hereafter, including the regulations and actions of all governmental administrative agencies and commissions having jurisdiction.


9. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings which are deemed to have been merged herein.  No representations were made or relied upon by either party, other than those expressly set forth herein.

10.  The failure of any party to object to, or to take affirmative action with respect to, any conduct of any other party which is in violation of the terms of this Agreement shall not be construed as a waiver of such violation or breach, or of any future breach, violation, or wrongful conduct.  No delay or failure by any party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein.  


11. All notices or other communications to be sent as provided for by this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the persons and addresses set forth at the beginning of this Agreement, or such other persons and/or addresses as may hereafter be designated in writing by the parties.


12.  The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns.


IN WITNESS WHEREOF , intending to be legally bound, the parties have executed this Agreement the day and year first above written.



Global Boatworks, LLC



By: /s/Robert Rowe                 

       Robert Rowe, Manager


__________________________________________


Global Boatworks Holdings, Inc.



By:/s/ Robert Rowe                 

       Robert Rowe, Chief Executive Officer, President & Sole Director

    






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CONSULTING AGREEMENT



This Agreement is executed on April 2, 2015, by and between Global Boatworks LLC, a Florida limited liability company (the "Company") and Oceanside Equitiies, Inc., a Florida corporation (the "Consultant"), and replaces all prior agreements and understandings between the parties hereto.


WITNESSETH:


Whereas, the Company was organized for the purpose of and is engaged in the commercialization of certain "floating vessels" bearing the Global Boatworks and Luxuria brand name (the “Brand”); and


Whereas, Consultant is in a position to assist the Company in commercializing the products as more fully set forth herein;


NOW THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, it is agreed as follows:


1. The Company hereby engages the Consultant on a month to month basis to provide consulting to the Company for sales, promotion of its products, corporate governance, capital formation and financing options, and launching the Company products in the public marketplace.


2. In consideration for the Services, the Company shall pay the Consultant 500,000 shares of its restricted common stock for each year of services. The first 500,000 shares shall be issued upon execution hereof as full compensation for the first year services are provided. Consultant shall provide up to 200 hours per month of services to the Company as requested.


3. The Consultant agrees to commence the Services upon execution hereof. The Services shall be provided from time to time as requested by the Company on an as needed basis.  The Consultant agrees to provide the services in a professional and workmanlike manner and not to engage in any activity which negatively reflects on the Company or its Brand.

4. This agreement shall have a term of two years.

5. The Consultant agrees that all promotional items shall be pre-approved by the Company and in the manner and for the purposes designated by the Company.  

6. Consultant shall notify the Company in writing of infringements or imitations by others of the Company’s brands, marketing strategies, or intellectual property of which it becomes aware while providing the Services.



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7.  Consultant shall at all times be an independent contractor under this agreement, and not a co-venturer, agent, employee, or representative of the Company, and no act, action, or omission to act by the Consultant shall in any way obligate or be binding upon the Company or its principals. Consultant covenants and agrees that it shall not represent to any third party that Consultant or any of its principals, officers, directors, employees, or agents are stockholders, directors, officers, agents, employees, or representatives of the Company.


8. Consultant agrees that he shall treat as the Company's information including marketing strategies as confidential and not use or disclose to others during or subsequent to the term of this contract any information regarding the Company's business, marketing plans, programs, processes, systems, products, costs, operations or customers which may come within the knowledge of or may be developed by Consultant.


9. Consultant acknowledges that marketing materials, drawings, specifications, data, memoranda, calculations, notes and other materials or copies thereof made available to Consultant by the Company or generated by Consultant using the Company's information shall remain the sole and exclusive property of the Company and will be returned to the Company within 72 hours of the completion or termination of the Services, or when requested by the Company.


10. This agreement shall be deemed made in and shall be construed in accordance with the laws of the State of Florida.  If any part of this agreement shall be invalid or unenforceable, it shall not affect the validity of the balance of this agreement.


11. In the event of a breach by Consultant of any of the provisions of this Agreement, or in the event of unreasonably slow progress, inattention, incompetency, or carelessness in the performance of the Services the Company shall have the right to terminate this contract immediately.


12. This agreement may not be modified orally and shall not be binding or effective unless and until it signed by the parties hereto.


13. Consultant shall not assign, subcontract or delegate this contract, in whole or in part, without the prior written consent of the Company and any such assignment or delegation without the Company's consent shall be void. Consultant shall not be relieved of any of his obligations under this Contract notwithstanding any such written consent by the Company.


14. The Company may at any time by written notice terminate this Contract or suspend, delay or interrupt all or any part of the Services hereunder. If the Company terminates for any reason other than breach by Consultant, the Company will pay Consultant for all



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Services rendered up to the date of termination.


15. This Contract is the final, complete and exclusive statement of the agreement between Consultant and the Company. No terms, conditions, understandings, usages of the trade, courses of dealing or agreements purporting to modify, vary, explain or supplement this Contract shall be binding unless and until hereafter made in writing and signed by Consultant and the Company. Consultant shall comply with all applicable laws, rules and regulations relating to the Work.


IN WITNESS WHEREOF, the parties hereto have entered into this agreement the day and year first above written.


Global Boatworks Holdings, Inc.


By:/s/Robert Rowe
Robert J. Rowe, Chief Executive Officer


Oceanside Equities


By/s/Vince Beatty
Vince Beatty



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[F231001.JPG]



Consent of Independent Registered Public Accounting Firm

We hereby consent to the use of our report dated July 10, 2015, on the consolidated financial statements of Global Boatworks Holdings, Inc. at December 31, 2014 and for the period from June 16, 2014 (Inception) to December 31, 2014,  and on the financial statements of Financial Innovators Corp. ("Predecessor") at December 31, 2013 and for the periods from January 1, 2014 to September 24, 2014 and for the year ended December 31, 2013 included herein on the registration statement of Global Boatworks Holdings, Inc. on Form S-1, and to the reference to our firm under the heading “Experts” in the prospectus.




/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

Boca Raton, Florida

July 10, 2015




2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality