S-1/A 1 v165742_s1a.htm

SECURITIES AND EXCHANGE COMMISSION
 

 
AMENDMENT NO.1 TO FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

 
GULF SHORES INVESTMENTS, INC.
(Exact Name of Registrant in its Charter)

Nevada
6510
27-0155619
(State or other
Jurisdiction of
Incorporation)
(Primary Standard Industrial
Classification Code)
(IRS Employer
Identification No.)

GULF SHORES INVESTMENTS, INC.
7985 113th Street, Suite 220
Seminole, FL 33772
Tel.: (727) 393-7439
 (Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)

Val-U-Corp Services, Inc.
1802 North Carson Street, Suite 108
Carson City, NV 89701
(775)887-8853
 (Name, Address and Telephone Number of Agent for Service)
 
Copies of communications to:
Gregg E. Jaclin, Esq.
Anslow & Jaclin, LLP.
195 Route 9 South, Suite204
Manalapan, NJ 07726
Tel. No.: (732) 409-1212
Fax No.: (732) 577-1188

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering.  ¨  

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
x
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class Of
Securities to be Registered
 
Amount to be
Registered
   
Proposed
Maximum
Aggregate
Offering Price
per share
   
Proposed
Maximum
Aggregate
Offering Price
   
Amount of
Registration fee
 
                         
Common Stock, $0.00001 par value per share
   
141,000
   
$
0.01
   
$
1,410
   
$
2.28
 

(1) This Registration Statement covers the resale by our selling shareholders of up to 141,000 shares of common stock previously issued to such selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.01 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 
 

 

PRELIMINARY PROSPECTUS
Subject to completion, dated November _, 2009
GULF SHORES INVESTMENTS, INC.
141,000 SHARES OF COMMON STOCK
 
The selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus.  We will not receive any proceeds from the sale of the common stock covered by this prospectus.

Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock.  Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.01 per share until our common stock is quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 to read about factors you should consider before buying shares of our common stock.

  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
The Date of This Prospectus is: _______, 2009

 
2

 

TABLE OF CONTENTS

 
PAGE
Prospectus Summary
4
Summary Financials
5
Risk Factors
6
Use of Proceeds
10
Determination of Offering Price
10
Dilution
10
Selling Shareholders
10
Plan of Distribution
13
Description of Securities to be Registered
14
Interests of Named Experts and Counsel
14
Description of Business
15
Description of Property
17
Legal Proceedings
17
Market for Common Equity and Related Stockholder Matters
19
Index to Financial Statements
 
Management Discussion and Analysis of Financial Condition and Financial Results
20
Plan of Operations
20
Executive Compensation
22
Security Ownership of Certain Beneficial Owners and Management
23
Transactions with Related Persons, Promoters and Certain Control Persons
23

 
3

 

ITEM 3.  Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

PROSPECTUS SUMMARY
 
This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision.   In this Prospectus, the terms “Gulf Shores,” “Company,” “we,” “us” and “our” refer to Gulf Shores Investments, Inc.

Overview

We were incorporated in the State of Nevada on May 8, 2009 as Gulf Shores Investments, Inc.
 
Gulf Shores Investments, Inc. principal business is the management and ownership real estate properties. The operations include managing, rehabilitating, buying and disposal of income producing commercial and residential real estate properties. The company was organized in May 2009 and is based in Seminole, Florida. We currently do not own any properties.
 
Where You Can Find Us

Our principal executive office is located at 7985 113th Street, Suite 220, Seminole, FL 33772 and our telephone number is (727) 393-7439.

The Offering

Common stock offered by selling security holders
 
141,000 shares of common stock. This number represents less than one percent of our current outstanding common stock (1).
     
Common stock outstanding before the offering
 
24,091,000 common shares as of November 7, 2009.
     
Common stock outstanding after the offering
 
24,091,000 shares.
     
Terms of the Offering
 
The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
     
Termination of the Offering
 
The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
     
Use of proceeds
 
We are not selling any shares of the common stock covered by this prospectus.
     
Risk Factors
 
The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 4.

 
(1)
Based on 24,091,000 shares of common stock outstanding as of November 7, 2009.

 
4

 

Summary of Consolidated Financial Information

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception (May 8, 2009) through June 30, 2009 are derived from our audited financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and the related notes included in this prospectus, and the unaudited financial statements and related notes included in this prospectus.

   
For the Period 
from Inception 
(May 8, 2009)
through
June 30, 2009
(audited)
 
STATEMENT OF OPERATIONS
 
 
 
     
Revenues
  $ -  
Total Operating Expenses
      38,846  
Professional Fees
      -  
General and Administrative Expenses
      38,846  
Net Loss
      ( 38,846 )
 
   
AS OF
JUNE 30, 2009
 
BALANCE SHEET DATA
     
       
Cash
   
4,729
 
Total Assets
   
4,729
 
Total Liabilities
   
-
 
Stockholders’ Equity
   
4,729
 

 
5

 

RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.  You should carefully consider the risks described below and the other information in this process before investing in our common stock.

Risks Related to Our Business

OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
 
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has never generated any revenue. If we cannot obtain sufficient funding, we may have to delay the implementation of our business strategy.

WE HAVE LIMITED OPERATING HISTORY AND FACE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.

We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our customer base and our brand name. In addition, we also face risks and difficulties inherent in introducing new products and services. These risks include the ability to:

·        Develop effective business plan;
·        Meet customer standard;
·        Implement advertising and marketing plan;
·        Attain customer loyalty;
·        Respond effectively to competitive pressures; and
·        Continue to develop our service

Our future will depend on our ability to bring our service to the market place, which requires careful planning of providing a product that meets customer standards without incurring unnecessary cost and expense. Our operation results can also be affected by our ability to introduce new services or to adjust pricing to increase our competitive advantage.

WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.

The development of our services will require the commitment of substantial resources to implement our business plan. In addition, substantial expenditures will be required to enable us to make future property acquisitions. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.

WE CURRENTLY HAVE NO REVENUES.

We currently have no revenues and have sustained net losses of $38,846 for the period from inception through June 30, 2009. We cannot give you any assurance that we will experience any positive revenues for the foreseeable future.

OUR INVESTMENT IN PROPERTY MAY BE MORE COSTLY THAN ANTICIPATED.

We seek to acquire investments that are undervalued. Acquisition opportunities in the real estate market for value-added investors have become competitive and the increased competition may negatively impact the spreads and the ability to find quality assets that provide returns that we seek. These investments may not be readily financeable and may not generate immediate positive cash flow for us. There can be no assurance that any asset we acquire will increase in value or generate positive cash flow.

 
6

 

WE ARE SUBJECT TO GENERAL REAL ESTATE RISKS AND THE VALUE OF OUR REAL ESTATE ASSETS MAY FLUCTUATE.
 
Our primary assets are expected to consist of real estate and, in particular, commercial properties, which are subject to a variety of risks. The yields available from the equity and mortgage investments in real estate depend on the amount of income generated and expenses incurred from the operations of such properties. If the properties do not generate sufficient income to meet operating expenses, including debt service and capital expenditures, our cash flow and ability to make distributions will be adversely affected. The performance of the economy in each of the areas in which the properties are located affects occupancy, market rental rates, expenses and property values.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF DAVID DRESLIN, PRESIDENT AND DIRECTOR. WITHOUT HIS CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.
 
We are presently dependent to a great extent upon the experience, abilities and continued services of David Dreslin, President and Director. We currently do not have an employment agreement with Mr. Dreslin. The loss of the services of our officers could have a material adverse effect on our business, financial condition or results of operation.

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.  
 
Our   management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. 

 
7

 
 
Risk Related To Our Capital Stock
 
WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.
 
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
 
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
 
OUR ARTICLES   OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.  

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either   of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.    

THE OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR PRIVATE OFFERING, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
 
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.01 per share for the shares of common stock was determined based on the price of our private offering. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.
 
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 270,000,000 shares of capital stock consisting of 250,000,000 shares of common stock, par value $0.00001 per share, and 20,000,000 shares of preferred stock, par value $0.00001 per share.

 
8

 

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are currently quoted on the OTCBB.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
 
If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.
 
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the Share Exchange on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 
9

 

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.

Item 4.  Use of Proceeds

We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”.  We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.

Item 5.  Determination of Offering Price

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined by the price of the common stock that was sold to our security holders pursuant to an exemption under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated under the Securities Act of 1933.
 
The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

Item 6. Dilution

The common stock to be sold by the selling shareholders are provided in Item 7 is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

Item 7. Selling Security Holders

The common shares being offered for resale by the selling security holders consist of the 141,000 shares of our common stock held by 42 shareholders. Such shareholders include the holders of the 91,000 shares sold in our private offering pursuant to Regulation D Rule 506 completed in August 2009 at an offering price of $0.01. We are also registering 25,000 shares held by our founder and 25,000 shares issued to our legal counsel for service rendered.
 
The following table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of the selling stockholders as of November 7, 2009 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

 
10

 

Name
 
Shares
Beneficially
Owned Prior To
Offering
   
Shares to
be Offered
   
Amount Beneficially
Owned After
Offering
   
Percent
Beneficially
Owned
After Offering
 
                         
David Dreslin (1)
   
20,000,000
     
25,000
     
19,975,000
     
82.9
%
                                 
Entrust of Tampa Bay FBO Van Nguyen
   
4,000,000
     
25,000
     
3,975,000
     
16.5
%
                                 
Donna Dreslin
   
1,000
     
1,000
     
0
     
0
%
                                 
David Dreslin II
   
1,000
     
1,000
     
0
     
0
%
                                 
Thomas Collentine
   
1,000
     
1,000
     
0
     
0
%
                                 
Lisa Angarano
   
1,000
     
1,000
     
0
     
0
%
                                 
Jason Spurlin
   
1,000
     
1,000
     
0
     
0
%
                                 
Dan Gorman(4)
   
1,000
     
1,000
     
0
     
0
%
                                 
Claudia Gorman(4)
   
1,000
     
1,000
     
0
     
0
%
                                 
David Strenkoski
   
1,000
     
1,000
     
0
     
0
%
                                 
Lavin Dos Santos
   
1,000
     
1,000
     
0
     
0
%
                                 
Ed Mass
   
1,000
     
1,000
     
0
     
0
%
                                 
Sal Kopita
   
1,000
     
1,000
     
0
     
0
%
                                 
Robert Rogin
   
1,000
     
1,000
     
0
     
0
%
                                 
Cheryl Chernoff
   
1,000
     
1,000
     
0
     
0
%
                                 
Peter Adams(5)
   
1,000
     
1,000
     
0
     
0
%
                                 
Robin Adams(5)
   
1,000
     
1,000
     
0
     
0
%
                                 
Tim Kennedy
   
1,000
     
1,000
     
0
     
0
%
                                 
Jean c. Shagena
   
1,000
     
1,000
     
0
     
0
%
                                 
Visionary Concepts, LLC (2)
   
1,000
     
1,000
     
0
     
0
%
                                 
Robert W. Christian, Jr.(6)
   
1,000
     
1,000
     
0
     
0
%
                                 
Robert W. Christian Sr.(6)_
   
1,000
     
1,000
     
0
     
0
%

 
11

 
 
Zhang Miao
   
6,000
     
6,000
     
0
     
0
%
                                 
Gang Xu
   
5,000
     
5,000
     
0
     
0
%
                                 
Gregory Busch(7)
   
10,000
     
10,000
     
0
     
0
%
                                 
Barbara Ann Busch(7)
   
10,000
     
10,000
     
0
     
0
%
                                 
Robert E. Dudenhoefer, Jr.(8)
   
1,000
     
1,000
     
0
     
0
%
                                 
Angela M. Dudenhoefer(8)
   
1,000
     
1,000
     
0
     
0
%
                                 
Darren Griffin
   
1,000
     
1,000
     
0
     
0
%
                                 
Chris Marchesini
   
1,000
     
1,000
     
0
     
0
%
                                 
Sirge Villani
   
1,000
     
1,000
     
0
     
0
%
                                 
Keith Knutsson
   
1,000
     
1,000
     
0
     
0
%
                                 
Robert Rheintgen
   
1,000
     
1,000
     
0
     
0
%
                                 
Richard Corbert
   
1,000
     
1,000
     
0
     
0
%
                                 
William Forhan
   
1,000
     
1,000
     
0
     
0
%
                                 
James Christie
   
1,000
     
1,000
     
0
     
0
%
                                 
Catherine Finkenstadt
   
1,000
     
1,000
     
0
     
0
%
                                 
James Lipscomb
   
1,000
     
1,000
     
0
     
0
%
                                 
Joseph Caldwell(9)
   
1,000
     
1,000
     
0
     
0
%
                                 
Monique Caldwell(9)
   
1,000
     
1,000
     
0
     
0
%
                                 
Virginia Rheintgen
   
1,000
     
1,000
     
0
     
0
%
                                 
Anslow & Jaclin, LLP (3)
   
25,000
     
25,000
     
0
     
0
%
(1) David Dreslin is our founder and sole officer and director.
(2) Sanjiv Matta is the principal of Visionary Concepts, LLC. Sanjiv Matta, acting alone, has voting and dispositive power over the shares owned beneficially by Visionary Concepts, LLC.
(3) Richard I. Anslow and Gregg E. Jaclin are the partners of Anslow & Jaclin, LLP. Each of Rich I. Anslow and Gregg E. Jaclin, acting alone, has voting and dispositive power over the shares beneficially owned by Anslow & Jaclin, LLP.  In addition, Anslow & Jaclin, LLP is also our legal counsel.
(4) Dan Gorman and Claudia Gorman are husband and wife and as such have beneficial ownership of the shares held by each other.
(5) Peter Adams and Robin Adams are husband and wife and as such have beneficial ownership of the shares held by each other.
(6) Robert Christian Sr. and Robert Christian Jr. are father and son and as such have beneficial ownership of the shares held by each other.
(7) Gregory Busch and Barbara Ann Busch are husband and wife and as such have beneficial ownership of the shares held by each other.
(8) Robert E. Dudenhofer, Jr. and Angela M. Dudenhofer are husband and wife and as such have beneficial ownership of the shares held by each other.
(9) Joseph Caldwell and Monique Caldwell are husband and wife and as such have beneficial ownership of the shares held by each other.

Except as listed below, to our knowledge, none of the selling shareholders or their beneficial owners:

-
has had a material relationship with us other than as a shareholder at any time within the past three years; or
-
has ever been one of our officers or directors or an officer or director of our predecessors or affiliates

 
12

 

-
are broker-dealers or affiliated with broker-dealers.

David Dreslin-is our sole officer and director
Donna Dreslin is the wife of David Dreslin
David Dreslin II is the son of David Dreslin.
Robert W. Christian, Sr.-Director-Moody Capital Solutions, Inc,
Robert W. Christian, Jr.-Director-Moody Capital Solutions, Inc.

Item 8. Plan of Distribution

The selling security holders may sell some or all of their shares at a fixed price of $0.01 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.01 until a market develops for the stock.
 
Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

 
·
Oordinary brokers transactions, which may include long or short sales,
 
·
Otransactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
 
·
Othrough direct sales to purchasers or sales effected through agents,
 
·
Othrough transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
 
·
Oany combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling security holders are broker-dealers or affiliates of broker dealers.
 
We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
 
Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $34,502.28

 
13

 

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

Item 9. Description of Securities to be Registered

General
 
We are authorized to issue an aggregate number of 270,000,000 shares of capital stock, of which 250,000,000 shares are common stock, $0.00001 par value per share, and there are 20,000,000 preferred shares, $0.00001 par value per share authorized.

Common Stock
 
We are authorized to issue 250,000,000 shares of common stock, $0.00001 par value per share. Currently we have 24,091,000 shares of   common stock issued and outstanding. 
 
Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.

Preferred Stock

We are authorized to issue 20,000,000 shares of preferred stock, $0.00001 par value per share.  Currently we have no shares of preferred stock issued and outstanding.

Dividends
 
We have not paid any cash dividends to our shareholders.  The declaration of any future cash dividends is at the discretion of our board of directors and depends  upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants
 
There are no outstanding warrants to purchase our securities.

Options
 
There are no outstanding options to purchase our securities.

Transfer Agent and Registrar
 
Currently we do not have a stock transfer agent.  We intend to engage a stock transfer agent in the near future.

Item 10. Interests of Named Experts and Counsel
 
Except for Anslow &Jaclin, LLP, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.  Anslow & Jaclin, LLP owns 25,000 shares of our common stock which are being registered pursuant to this registration statement.

 
14

 

The financial statements included in this prospectus and the registration statement have been audited by Seale and Beers, CPA to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Item 11.  Information about the Registrant

DESCRIPTION OF BUSINESS

Overview
 
Gulf Shores Investments, Inc., (the “Company”) was incorporated in the State of Nevada on May 8, 2009. Our principal business is the management and ownership real estate properties. Our operations include managing, rehabilitating, buying and disposal of income producing commercial and residential real estate properties. We do not currently own or manage any properties. We were organized in May 2009 and are based in Seminole, Florida. Our website is located at www.gulfshoresinvestments.com

The Company will not voluntarily send an annual report to shareholders.  The Company will file reports with the Securities and Exchange Commission and the public may read a copy of any materials we file with the Commission at the Securities and Exchange Commissions’s public reference romm at 100 F. Street, NE, Washington DC 20549 on all business days during the hours of 10 a.m. to 3 p.m.  The Company will not post its reporting information on its website.
 
Our management is experienced in the real estate industry and reviews and recommends suitable projects for the Company consistent with its policies and objectives to maximize the return on undervalued and distressed real estate properties.  The Company has not identified any specific properties for acquisition.

The Company’s principal business is the management and ownership of real estate properties.  The operations include managing, rehabilitating, buying and selling income producing commercial and residential real estate properties.  We intend to acquire undervalued properties and lease them to long-term tenants.  We will operate the properties as the property manager, and if the real estate market improves we will look for opportunities to sell or re-capitalize the properties based on improving the properties cash flow and anticipated appreciated value.
 
We draw on the experience of our management to provide research and economic and statistical data in connection with the Company’s activities.  The Company's management plans to search for opportunities to manage and acquire real estate properties and obtain for the Company such services as may be required for property management, mortgage servicing, construction and development, project financing, disbursements and other activities relating to the Company’s real estate activities.
 
We will continue to seek out opportunities to manage and acquire real estate properties and intend to enhance our capabilities by adding personnel or entering joint ventures with similar firms.
 
Once we identify suitable real estate projects for purchase, we require investment partners in order to raise the necessary funds to acquire the real estate properties.  Such partners include banks, investment funds and broker-dealers; our management intends to utilize its contacts among these entities to facilitate such a relationship. We have no potential investment partners or potential acquisitions at this time nor have we entered into any discussions with any such potential partners. The funding of the cash required to consummate any acquisition will likely consist of a private placement of debt and/or equity securities possibly through the assistance of a broker-dealer. We intend to sell only shares of Common Stock or securities that are convertible into shares of Common Stock and accordingly believe that such a placement would not result in any change in control. However, the specific amount, timing and terms of any such placement will not be known until an agreement has been executed by the Company and by any potential investment partner. 
 
Our Operating Strategy
 
We seek opportunistic capital investment in real estate where we believe it can achieve higher cash flows and capital appreciation as a result of its efforts. Our strategy for achieving its goals consists of the following elements:
 
 
·
Focusing our investments in markets that the we believe have favorable conditions to support growth in occupancy and rental rates,
 
 
·
Utilizing financial leverage to enhance returns on shareholders’ equity, and
 
 
·
Periodically recycling capital through opportunistic sales or recapitalizations of properties.

 
15

 

Our initial focus is on Florida and the southeastern region of the United States particularly where we perceives there to be the potential to acquire undervalued and distressed properties.  We believe we can enhance the value of these properties through the execution of its strategy.  However, we will not limit our acquisitions to any particular individual geographic markets or submarkets.  Moreover, we will not restrict our acquisitions to certain locations in markets or submarkets, as we may find value-adding investment opportunities in large metropolitan areas, suburban submarkets, smaller cities or rural locations.
 
Our Real Estate Acquisition Criteria
 
We expect to acquire at a discount to replacement cost, mortgage or other interests in well-located, sometimes under-performing real estate markets. We will attempt to identify those markets and submarkets with job growth opportunities and demand demographics that support potential long-term value appreciation for its properties. We seek to identify and acquire properties with the following characteristics:
 
 
·
Significant potential for increases in the number of tenant leases and the potential for increased rental rates,
 
 
·
Locations in markets currently in transition or recovery with favorable long-term job growth and supply/demand demographics, which may allow for increased occupancy or rental rates,
 
 
·
Potential for future sale or disposition,
 
 
·
Under-capitalized or non-strategic ownership,
 
 
·
Historic mismanagement or under-management,
 
 
·
Under-valued compared with other properties within their market,
 
 
·
Barriers to additional or replacement projects, and
 
 
·
Overlooked by major public and private institutional holders or properties. 
 
Acquisition Structures We May Use
 
We may utilize a number of different acquisition structures in order to maximize our financing opportunities, effectively utilize our capital and manage our tax exposure.  Our acquisition structures may include:
 
 
·
Purchasing the underlying fee interest in properties
 
 
·
Acquiring interests in an entity owning properties
 
 
·
Forming joint ventures for property and portfolio acquisitions
 
 
·
Acquiring leasehold interests in properties, and
 
 
·
Acquiring mortgages secured by properties, with a view toward acquiring the underlying property
 
In any of these structures, we may exchange shares of our Common Stock for acquisitions of properties in order to permit sellers to dispose of assets in a tax efficient manner. 
 
Financing Strategy
 
We intend to use both equity and debt financing to acquire real estate properties.  We are not limited in the amount of leverage that we may have.  However, we expect to manage our operations so that the aggregate borrowings, secured and unsecured, will be reasonable in relation to the value of the properties that we own.  At this time, we expect that debt will average 60% to 80% of the market value of the real estate properties.  When interest rates on mortgage loans are high or financing is otherwise unavailable on terms that are satisfactory to us, we may purchase certain properties for cash with the intention of obtaining a mortgage loan for a portion of the purchase price at a later time.  We have no limits on the amount we may invest in any single property or on the amount we can borrow for the purchase of any property.
 
 
16

 

By operating on a leveraged basis, we will have more funds available for investment in properties.  These additional funds will allow us to make more investments than would otherwise be possible, resulting in a more geographically diversified portfolio.  From time to time, depending on market conditions, we may choose to refinance our debt.  The benefits of the refinancing may include an increase in cash flow resulting from reduced debt service requirements and longer amortization periods, an increase in distributions from proceeds of the refinancing and an increase in property ownership and purchase of additional property if refinancing proceeds are reinvested in real estate.
 
Real Estate Investment Policies
 
We will look for real estate investment opportunities in hotels, apartments, office buildings, shopping centers and certain residential properties.  The acquisition of any new real estate investments will depend on our ability to find suitable investment opportunities and the availability of sufficient financing to acquire such investments.  To help fund any such acquisition, we plan to borrow funds to leverage our investment capital.  The amount of any such debt will depend on a number of factors including, but not limited to, the availability of financing and the sufficiency of the acquisition property's projected cash flows to support the operations and debt service.  
 
Management of the Properties
 
We plan to engage third party management companies as agents to manage our properties.  Generally such agreements will provide for a management fee between 2% and 5% of the gross monthly receipts of each property and are for a term of one year, but can be terminated by either party upon thirty days written notice.
 
Competition  
 
The real estate market is highly competitive.  Competing properties may be newer or have more desirable locations than our properties.  If the market does not absorb foreclosed or newly constructed properties, market vacancies will increase and market rents may decline.  As a result, we may have difficulty leasing units within its properties and may be forced to lower rents on leases to compete effectively.
 
We compete for the acquisition of properties with many entities, including, among others, publicly traded REIT’s, life insurance companies, pension funds, partnerships and individual investors.  Many competitors may have substantially greater financial resources than we do.  In addition, certain competitors may be willing to accept lower returns on their investments.  If competitors prevent us from buying properties that may be targeted for acquisition, its capital appreciation and valuation may be impacted.
 
Employees

As of November 7, 2009, we have 1 full time employee, and plan to employ more qualified employees in the near future.

DESCRIPTION OF PROPERTY
 
Our principal executive office is located at 7985 113th Street, Suite 220, Seminole, FL 33772, and our telephone number is (727) 393-7439.  Office space is provided by our Chief Executive Officer at no charge.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
 
 
17

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

Holders of Capital Stock

As of the date of this registration statement, we had 42 holders of our common stock.
 
Rule 144 Shares
 
As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants
 
We do not have any stock option plans.
 
Registration Rights
 
We have not granted registration rights to the selling shareholders or to any other persons.

 
18

 
 

 
19

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Balance Sheet
 
   
June 30,
 
   
2009
 
       
ASSETS
     
       
CURRENT ASSETS
     
   
$
4,729
 
Cash
       
Total Current Assets
   
4,729
 
         
TOTAL ASSETS
 
$
4,729
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
       
         
CURRENT LIABILITIES
       
         
Accrued Expenses
 
$
3,575
 
         
Total Current Liabilities
   
3,575
 
         
STOCKHOLDERS' EQUITY (DEFICIT)
       
         
Preferred stock, $0.00001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding
       
Common stock, $0.00001 par value, 250,000,000 shares authorized, 24,000,000 shares issued and outstanding
   
240
 
Stock Subscription Receivable
   
(200
)
Additional paid-in capital
   
39,960
 
Deficit accumulated during the development stage
   
(38,846
)
         
Total Stockholders' Equity (Deficit)
   
1,154
 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
4,729
 

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

 
F-1

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Statement of Operations
From Inception through June 30, 2009
 
   
From Inception
 
   
on May 8,
 
   
2009 Through
 
   
June 30,
 
   
2009
 
       
OPERATING EXPENSES
     
       
Consulting Fees - Related Party
 
$
14,000
 
Consulting Fees
   
10,000
 
Professional Fees
   
13,500
 
General and administrative
   
1,346
 
         
Total Operating Expenses
   
38,846
 
         
INCOME (LOSS) FROM OPERATIONS
   
(38,846
)
         
OTHER EXPENSES
       
         
Other income
       
         
INCOME (LOSS) BEFORE INCOME TAXES
   
(38,846
)
         
Income tax expense
   
-
 
         
NET INCOME (LOSS)
 
$
(38,846
)
         
BASIC INCOME (LOSS) PER COMMON SHARE
 
$
(0.002
)
         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
   
21,358,491
 
 
The accompanying notes are an integral part of these financial statements

 
F-2

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
 
                                       
Deficit
       
                                       
Accumulated
   
Total
 
                           
Stock
   
Additional
   
During the
   
Stockholders'
 
   
Preferred Stock
   
Common Stock
   
Subscription
   
Paid-In
   
Development
   
Equity
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Receivable
   
Capital
   
Stage
   
(Deficit)
 
                                                 
Balance, May 8, 2009
   
-
   
$
-
     
-
   
$
-
         
$
-
   
$
-
   
$
-
 
                                                               
Issuance of common stock for cash at an average price of $.00001 per share
                   
20,000,000
     
200
                           
200
 
                                                               
Stock Subscription Receivable
                                   
(200
)
                   
(200
)
                                                                 
Issuance of common stock in June 2009 for cash at an average price of $.01 per share
                   
4,000,000
     
40
             
39,960
             
40,000
 
                                                                 
Net Loss for the period from inception to June 30, 2009
                                                   
(38,846
)
   
(38,846
)
                                                                 
Balance, June 30, 2009
   
-
   
$
-
     
24,000,000
   
$
240
   
$
(200
)
 
$
39,960
   
$
(38,846
)
 
$
1,154
 

The accompanying notes are an integral part of these financial statements

 
F-3

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Statement of Cash Flows
 
   
From Inception
 
   
on May 14,
 
   
2009 Through
 
   
June 30,
 
   
2009
 
       
OPERATING ACTIVITIES
     
       
Net loss
 
$
(38,846
)
Adjustments to reconcile net loss to net cash used by operating activities:
       
Increase In Accrued Expenses
   
3,575
 
         
Net Cash Used in
       
Operating Activities
   
(35,271
)
         
INVESTING ACTIVITIES
       
         
Net Cash Used in
       
Investing Activities
   
-
 
         
FINANCING ACTIVITIES
       
         
Common stock issued for cash
   
40,000
 
         
Net Cash Provided by
       
Financing Activities
   
40,000
 
         
NET INCREASE (DECREASE) IN CASH
   
4,729
 
         
CASH AT BEGINNING OF PERIOD
   
-
 
         
CASH AT END OF PERIOD
 
$
4,729
 
         
SUPPLEMENTAL DISCLOSURES OF
       
CASH FLOW INFORMATION
       
         
CASH PAID FOR:
       
         
Interest
 
$
-
 
Income Taxes
 
$
-
 
 
The accompanying notes are an integral part of these financial statements.

 
F-4

 
 
GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Notes to Financial Statements
From Inception Through June 30, 2009

1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
The financial statements presented are those of Gulf Shores Investments, Inc.  the Company was originally incorporated under the laws of the state of Nevada on May 8, 2009.  Gulf Shores Investments, Inc. seeks opportunistic capital investment in real estate where it believes it can achieve higher cash flows and capital appreciation as a result of its efforts.  The Company's initial focus is on Florida and the southeastern region of the United States particularly where it perceives there to be the potential to acquire undervalued and distressed properties.  The Company believes it can enhance the value of these properties through the execution of its strategy.  The Company expects to acquire real estate properties at a discount to replacement cost, mortgage or other interests in well-located, sometimes under-performing real estate markets. The Company attempts to identify those markets and submarkets with job growth opportunities and demand demographics that support potential long-term value appreciation for its properties.

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period ended June 30, 2009, the Company recognized no sales revenue and incurred a net loss of $38,846.  As at June 30, 2009, the Company had an accumulated deficit of $38,846.  The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. Additionally the Company is actively seeking merger partners and strategic alliances in order to accelerate its acquisitions in the real estate markets. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of June 30, 2009.

 
F-5

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Notes to Financial Statements
From Inception Through June 30, 2009

1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.  As at June 30, 2009 the Company had no cash equivalents.

Basic (Loss) per Common Share
We follow SFAS No. 128, Earnings Per Share , to calculate and report basic and diluted earnings per share (“EPS”). Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2009.

   
For the Period
Ended June 30,
2009
 
Loss (numerator)
 
$
(38,846
)
Shares (denominator)
   
21,358,491
 
Per share amount
 
$
(0.002
)

Income Taxes
The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to net loss before provision for income taxes for the following reasons:
   
June 30, 2009
 
Income tax expense at statutory rate
 
$
(0
)
Net deferred tax asset
   
0
 
Income tax expense per books
 
$
-
 

 
F-6

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Notes to Financial Statements
From Inception Through June 30, 2009

1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

Net deferred tax assets consist of the following components as of:

   
June 30, 2009
 
NOL carryover
 
$
15,150
 
Valuation allowance
   
(15,150
)
Net deferred tax asset
 
$
-
 

Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Accounting Basis
The basis is accounting principles generally accepted in the United States of America.  The Company has adopted a June 30 fiscal year end.

Stock-based compensation.
As of June 30, 2009, the Company has not issued any share-based payments.

The Company records stock-based compensation in accordance with SFAS No. 123R “Share Based Payments”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

 
F-7

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Notes to Financial Statements
From Inception Through June 30, 2009

1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”).  The provisions of SFAS 166, in part, amend the de-recognition guidance in FASB Statement No. 140, eliminate the exemption from consolidation for qualifying special-purpose entities and require additional disclosures. SFAS 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. The Company does not expect the provisions of SFAS 166 to have a material effect on the financial position, results of operations or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable interest entities. The provisions of SFAS 167 significantly affect the overall consolidation analysis under FASB Interpretation No. 46(R).  SFAS 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010. The Company does not expect the provisions of SFAS 167 to have a material effect on the financial position, results of operations or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“SFAS No. 168”).  Under SFAS No. 168 the “FASB Accounting Standards Codification” (“Codification”) will become the source of authoritative U. S. GAAP to be applied by nongovernmental entities.  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  On the effective date, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS No. 168 is effective for the Company’s interim quarterly period beginning July 1, 2009. The Company does not expect the adoption of SFAS No. 168 to have an impact on the financial statements.

In June 2009, the Securities and Exchange Commission’s Office of the Chief Accountant and Division of Corporation Finance announced the release of Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds portions of the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange Commission rules and regulations. Specifically, the staff is updating the Series in order to bring existing guidance into conformity with recent pronouncements by the Financial Accounting Standards Board, namely, Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations, and Statement of Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial Statements. The statements in staff accounting bulletins are not rules or interpretations of the Commission, nor are they published as bearing the Commission's official approval. They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws.

F-8


GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Notes to Financial Statements
From Inception Through June 30, 2009
 
1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or available to be issued.  SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009. Adoption of SFAS No. 165 did not have a material impact on our condensed consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. This FSP shall be effective for interim reporting periods ending after June 15, 2009. The Company does not have any fair value of financial instruments to disclose.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments.  This FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The FSP shall be effective for interim and annual reporting periods ending after June 15, 2009. The Company currently does not have any financial assets that are other-than-temporarily impaired.

In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, to address some of the application issues under SFAS 141(R). The FSP deals with the initial recognition and measurement of an asset acquired or a liability assumed in a business combination that arises from a contingency provided the asset or liability’s fair value on the date of acquisition can be determined. When the fair value can-not be determined, the FSP requires using the guidance under SFAS No. 5, Accounting for Contingencies, and FASB Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss.  This FSP was effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The adoption of this FSP has not had a material impact on our financial position, results of operations, or cash flows during the period ended June 30, 2009.

 
F-9

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Notes to Financial Statements
From Inception Through June 30, 2009
 
1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”).  FSP FAS 157- 4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly.  Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value.  This FSP is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operations.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued.  The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.”  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  The Company adopted this FSP effective January 1, 2009.  The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157.  Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009.  The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation.

 
F-10

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Notes to Financial Statements
From Inception Through June 30, 2009
 
1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities,” and  FASB  Interpretation 46 (revised December 2003), “Consolidation of  Variable  Interest Entities − an interpretation of ARB  No. 51,” as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements.  The changes would be effective March 1, 2010, on a prospective basis.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

 
F-11

 

GULF SHORES INVESTMENTS, INC.
(A Development Stage Company)
Notes to Financial Statements
From Inception Through June 30, 2009
 
1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
NOTE 2 - STOCKHOLDERS’ EQUITY

COMMON STOCK

In June 2009, we entered into an agreement for the sale of 4,000,000 shares of common stock at a price of $0.01 per share.  The Company realized $40,000 from this subscription.

NOTE 3 – STOCK SUBSCRIPTION RECEIVABLE

In May 2009, the Company issued to its founder 20,000,000 million shares of its common stock for a price of $.0001.  Payment for the stock was received on September 23, 2009.

NOTE 4 – RELATED PARTY TRANSACTION

The Company’s founder and majority shareholder provides various consulting services to the Company for which he is compensated.  For the period ending June 30, 2009 consultant fees paid were $14,000.

 
F-12

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

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
 
Plan of Operations

We have commenced limited operations and we will require outside capital to implement our business model.

1.  All business functions will be coordinated and managed by our founder, including marketing, finance and operations. We intend to contract with outside affiliates to facilitate services for the acquisition of property management agreements, assist in targeting distressed properties for purchase, and other services relating to our real estate activities.

2.  We will focus on evaluating our performance based on the following criteria during the next twelve months of operations as the Company emerges from the development stage:

a. Number of new real estate projects
b. Expense management
c. Achieving positive cash flow
d. Creating strategic alliance relationships

Our growth is driven by the number of new real estate projects that we evaluate and selects for investment.  The Company needs to identify new investments partners for these projects either by raising capital through the sale of stock or the issuance of debt to finance the projects.  We are actively seeking financing on favorable terms to purchase under-valued properties, but there is no assurance we will be able to secure such financing.
3.  Our plan of operation includes  launching a targeted marketing campaign focusing on property management trade show participation, media promotions and public relations beginning in the fourth quarter of 2009.  The marketing is estimated to cost $15,000 and will be funded by shareholder loans until the Company can secure additional financing.  We intend to support these marketing efforts through the development of high-quality marketing materials and an attractive and informative website, www.GulfShoresInvestments.com.

 4.  Within 120 days of the initiation of our marketing campaign, we believe that we will have identified suitable properties to manage, as well as for acquisition and leasing to begin to generate revenues from our targeted marketing approach.  We can begin managing properties immediately for a fee from the property owners, typically between 2% - 5% of gross monthly rents.
 
We anticipate that the first property(s) acquired will require 20% in equity financing with 80% debt financing.  During this time we intend to purchase up to $1 million in real estate and will require additional stock sales of a minimum of $200,000 and debt issuance of $800,000. If we are unable to secure this financing we will have to delay our plans to acquire properties until suitable financing can be obtained.
 
In summary, we hope to commence generating sales revenues from our property management services through affiliate relationships and new marketing programs within 180 days of the date of this Registration Statement.   During this time we also intend to seek financing to acquire under-valued commercial and residential properties.

If we are unable to generate sufficient projects, we may have to reduce, suspend or cease our efforts.  If we are forced to cease our previously stated efforts, we do not have plans to pursue other business opportunities.

Limited Operating History

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business through increased investment in marketing activities. We cannot guarantee that the expansion efforts described in this Registration Statement will be successful.  The business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Future financing may not be available to us on acceptable terms. If debt financing is not available or not available on satisfactory terms, we may be unable to continue expanding our operations or acquire distressed properties.  Equity financing will result in a dilution to existing shareholders.
 
20

 
Results of Operations

For the period from May 8, 2009 (inception), to June 30, 2009, we had no revenue. Expenses for the period totaled $38,846 resulting in a net loss of $38,846.  Expenses for the period consisted of $38,846 for General and administrative expenses.

Capital Resources and Liquidity

 As of June 30, 2009 we have $4,729 cash on hand.

Based upon the above, we believe that we have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. If additional cash is required to complete this offering, we may sell additional shares of stock or it will require shareholder loans to cover any shortfall for the offering.  However, if we are unable to satisfy our cash requirements for operations we may be unable to proceed with our plan of operations.  We do not anticipate the purchase or sale of any significant operating equipment. We also do not expect any significant additions to the number of employees.

Future financing for real estate acquisitions may not be available to us on acceptable terms. To acquire real estate projects we intend to seek both debt and equity financing on a ratio of 80% debt – 20% equity.  To raise equity will require the sale of stock and the debt financing will require intuitional or private lenders.  We do not have any institutional or private lending sources identified.  If debt financing is not available or not available on satisfactory terms, we may be unable to continue expanding our operations or acquire distressed properties.  Equity financing will result in a dilution to existing shareholders.

The foregoing represents our best estimate of our cash needs based on current planning and business conditions.  In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name and age of officers and director as of November 7, 2009. Our Executive officer is elected annually by our Board of Director. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.    

Name
 
Age
 
Position
David Dreslin
 
50
 
President, Chief Financial Officer, Secretary, Treasurer and Director
 
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

David Dreslin has worked as a CPA with 24 years of experience dealing with business enterprises both as a consultant and employee.  For the past five years Mr. Dreslin has held the position as President of Dreslin Financial Services, Inc. David's experience includes 3 years with Deloitte Haskins & Sells, "an International Big-Six Accounting Firm", as a member of their Emerging Business Services department and as a Senior Tax Accountant.  In 1990, David formed his own Certified Public Accounting firm to provide consulting services to business owners, as well as, acting as their "on-call" financial officer.  In 1994 he formed Dreslin Financial Services, Inc. a financial services firm to provide full service accounting and management services to individuals and businesses.  David has been involved in numerous real estate projects as both principal and advisor.  He holds a BBA in Accounting from the University of South Florida.  Mr Dreslin is not a member of a separately designated committee of the Board of Directors and is not an independent director.
 
Board Committee

The Company does not currently have a designated audit, nominating or compensation committee.  The Company currently has no plans to form these separately designated Board committees.
21


Term of Office
 
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period ended June 30, 2009.

SUMMARY COMPENSATION TABLE
 
Name and
Principal Position
 
Year  
 
Salary
($)
   
Bonus
($)
   
Stock
 Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive
Plan
Compensation
($)
   
Non-
Qualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensation
($)
   
Totals
($)
 
David Dreslin, President, Chief Executive Officer Chief Financial Officer, Treasurer, Secretary
 
2009
  $ 0       0       0       0       0       0     $ 14,000     $ 14,000  

Option Grants Table . There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table through June 30, 2009.
 
Aggregated Option Exercises and Fiscal Year-End Option Value Table . There were no stock options exercised during period ending June 30, 2009 by the executive officers named in the Summary Compensation Table.
 
Long-Term Incentive Plan (“ LTIP” ) Awards Table . There were no awards made to a named executive officers in the last completed fiscal year under any LTIP
 
Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

Currently, we do not have an employment agreement in place with our officer and director.

22

 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of November 7, 2009 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Name 
 
Number of
Shares
Beneficially
Owned(2)
   
Percent of
Class (3)
 
David Dreslin
7985 113th Street
Suite 220
Seminole, FL 33772
   
20,002,000
     
83.02
%
                 
Entrust of Tampa Bay FBO Van Nguyen
1840 Mease Dr.
Suite 200
Safety Harbor, FL 34695
   
4,000,000
     
16.60
%
                 
All Executive Officers and Directors as a group (1)
   
20,002,000
     
83.02
%
 
(1) Based on 24,091,000 shares of common stock outstanding as of November 7, 2009
(2) This amount includes shares owned through family members.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

There were no transactions with related persons nor promoters who received anything of value directly or indirectly.

 
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Item 12A. Disclosure of Commission Position on Indemnification of Securities Act Liabilities.

Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, 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. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

 
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GULF SHORES INVESTMENTS, INC.

141,000 SHARES OF COMMON STOCK

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 is   ___ __, 2009

 
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PART II   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee
 
$
2.28
 
Federal Taxes
 
$
   
State Taxes and Fees
 
$
   
Transfer Agent Fees
 
$
   
Accounting fees and expenses
 
$
3,500
 
Legal fees and expense
 
$
30,000
 
Blue Sky fees and expenses
 
$
1,000
 
Miscellaneous
 
$
   
Total
 
$
34,502.28
 

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.
 
Item 14. Indemnification of Directors and Officers.
 
Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, 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. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
 
Item 15. Recent Sales of Unregistered Securities.
 
We were incorporated in the State of Nevada in May 2009 and 20,000,000 shares of common stock were issued to David Dreslin for consideration of $200. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Mr Dreslin had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

 
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In August, 2009, we issued an aggregate of 25,000 shares of our common stock to Anslow & Jaclin, LLP, as compensation for legal services rendered. These securities were issued pursuant to the exemption provided under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since she agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

In August 2009, we completed a Regulation D Rule 506 offering in which we sold 4,066,000 shares of common stock to 40 investors, at a price per share of $0.01 for an aggregate offering price of $40,660. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

Entrust of Tampa Bay FBO Van Nguyen
    4,000,000  
Donna Dreslin
    1,000  
David Dreslin II
    1,000  
Thomas Collentine
    1,000  
Lisa Angarano
    1,000  
Jason Spurlin
    1,000  
Dan Gorman
    1,000  
Claudia Gorman
    1,000  
David Strenkoski
    1,000  
Lavin Dos Santos
    1,000  
Ed Mass
    1,000  
Sal Kopita
    1,000  
Robert Rogin
    1,000  
Cheryl Chernoff
    1,000  
Peter Adams
    1,000  
Robin Adams
    1,000  
Tim Kennedy
    1,000  
Jean c. Shagena
    1,000  
Visionary Concepts, LLC (1)
    1,000  
Robert W. Christian, Jr.
    1,000  
Robert W. Christian Sr.
    1,000  
Zhang Miao
    6,000  
Gang Xu
    5,000  
Gregory Busch
    10,000  
Barbara Ann Busch
    10,000  
Robert E. Dudenhoefer, Jr.
    1,000  
Angela M. Dudenhoefer
    1,000  
Darren Griffin
    1,000  
Chris Marchesini
    1,000  
         
Sirge Villani
    1,000  
Keith Knutsson
    1,000  
Robert Rheintgen
    1,000  

 
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Richard Corbert
    1,000  
William Forhan
    1,000  
James Christie
    1,000  
Catherine Finkenstadt
    1,000  
James Lipscomb
    1,000  
Joseph Caldwell
    1,000  
Monique Caldwell
    1,000  
Virginia Rheintgen
    1,000  

Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering completed in August 2009 were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders were either accredited as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

(A)
At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.

(B)
Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.
 
(C)
The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
 
(D)
Except for Donna Dreslin and David Dreslin II, none of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.
 
We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.

Item 16. Exhibits and Financial Statement Schedules.
 
EXHIBIT
NUMBER
 
DESCRIPTION
3.1
 
Articles of Incorporation (Incorporated by reference to Form S-1 filed on September 28, 2009)
3.2
 
By-Laws (incorporated by reference to Form S-1 filed on September 28, 2009)
5.1
 
Opinion of Anslow & Jaclin, LLP filed herein
23.1
 
Consent of Seale and Beers, CPA filed herein
23.2
 
Consent of Counsel (included in exhibit 5.1)

Item 17. Undertakings.
 
(A) 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 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;
 
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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 
 
(4) 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.

 
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SIGNATURES
 
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Seminole, Florida on November 12, 2009.
 
GULF SHORES INVESTMENTS, INC.  
 
/s/ David Dreslin
 
Name: David Dreslin
Position: President,, Chief Financial Officer, Secretary, Treasurer,
Principal Executive Officer, Principal
Accounting Officer, Director

 
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