UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C., 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 27, 2013
Prime Estates and Developments, Inc.
(Exact name of registrant as specified in its Charter)
| Nevada | | 333-162597 | | 27-0611758 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
200 South Wacker Drive,
Suite 3100, Chicago, Illinois 60606
(Address of Principal Executive Offices)
312.674.4529
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Forward Looking Statements
This Current Report on Form 8-K (“Form 8-K”) and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Registrant’s pro forma financial statements and the related notes filed with this Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement
On September 27, 2013 (the “Closing”), Prime Estates and Developments, Inc. a Nevada corporation (“Prime Estates and Developments, Inc.” or the “Registrant”), closed a reverse take-over transaction by which it acquired a private company whose principal activities are the trading of products, providing representation, through provision of consulting services to various sectors, primarily communications and Hi-Tech industries. Pursuant to a Share Exchange Agreement (the “Exchange Agreement”) between the Registrant and Amplerissimo Ltd, a company incorporated in Cyprus (“Amplerissimo”), and Dimitrios Goulielmos, sole shareholder of Amplerissimo, the Registrant acquired 100% of Amplerissimo’s issued and outstanding common stock.
As a result of the reverse take-over transaction, Dimitrios Goulielmos, sole shareholder of Amplerissimo, became our controlling shareholder and Amplerissimo became our wholly-owned subsidiary, and we acquired the business and operations of Amplerissimo.
The following is a brief description of the terms and conditions of the Exchange Agreement and the transactions contemplated thereunder that are material to the Registrant.
Exchange Transaction
Under the Exchange Agreement, the Registrant completed the acquisition of all of the issued and outstanding shares of Amplerissimo through the issuance of 100,000,000 restricted shares of Common Stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo. Immediately prior to the Exchange Agreement transaction, the Registrant had 25,585,532 shares of Common Stock issued and outstanding. Immediately after the issuance of the shares to Dimitrios Goulielmos, sole shareholder of Amplerissimo, the Registrant had 125,585,532 shares of Common Stock issued and outstanding.
In connection with the Exchange Transaction, and as more fully described in Item 5.02 below, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, the Registrant’s executive officers immediately prior to the Exchange Transaction, resigned their current executive officer positions, and Dimitrios Goulielmos became our President and CEO, Panagiotis Drakopoulos became our CFO, and Konstantinos Vassilopoulos became our Secretary. Additionally, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, who were also the Registrant’s directors immediately prior to the Exchange Transaction, remain on the Registrant’s board of directors, and Dimitrios Goulielmos was appointed to the Registrant’s board of directors, effective at Closing.
The foregoing description of the Exchange Agreement is qualified in its entirety by the contents of such Exchange Agreement, which is attached as Exhibit 2.1 to this Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 27, 2013, Prime Estates and Developments acquired Amplerissimo in a reverse take-over transaction. As a result, we acquired and now control the businesses and operations of Amplerissimo. Reference is made to Item 1.01, which is incorporated herein, which summarizes the terms of the reverse take-over transaction under the Exchange Agreement.
The Exchange Agreement and the transactions contemplated thereunder were approved by our board of directors, as well as Amplerissimo’s director and Dimitrios Goulielmos, sole shareholder of Amplerissimo. Except for the Exchange Agreement and the transactions contemplated thereunder, neither we nor our officers and directors serving prior to the consummation of the Exchange Transaction had any material relationship with Amplerissimo or Dimitrios Goulielmos.
Other material terms and conditions of the Exchange Agreement are described under Item 1.01 above and such description is incorporated herein by reference.
From and after the Closing, we are continuing our real estate operations but intend to focus our primary attention upon the business of our new operating subsidiary Amperlissimo. Therefore, we disclose information about the business, financial condition, and management of Amplerissimo in this Form 8-K. Information concerning our real estate business which we are continuing is found in our Annual Report on Form 10-K filed with the SEC on September 13, 2013 and available on the SEC website at: http://www.sec.gov/Archives/edgar/data/1474167/000147793213004207/0001477932-13-004207-index.htm.
DESCRIPTION OF BUSINESS
Except as otherwise indicated by the context, references to “we”, “us” or “our” hereinafter in this Form 8-K are to the consolidated business of Amplerissimo, except that references to “our common stock”, “our shares of common stock” or “our capital stock” or similar terms shall refer to the common stock of the Registrant.
Continuing and New Operations
We are continuing our real estate operations but intend to focus our primary attention upon the business of our new operating subsidiary Amplerissimo.
Overview of Amplerissimo
Amplerissimo’s principal activities are as follows:
| · | Providing representation through provision of consulting services to various sectors, primarily communications and Hi-Tech industries |
| · | Provision of Remote Online Support |
Amplerissimo was incorporated in Cyprus on December 8, 2007.
Address: 9, Vasili Michaelidi Street, 3026, Limassol, Cyprus. Tel: +357.25.817181
Amplerissimo strives to provide our customers with exceptional consulting services. We work with our clients to understand their business and provide customized consulting services. We regularly follow the telecommunications and technology industries in order to be able to provide our customers with up to date technology solutions.
Consulting Services
Currently Amplerissimo provides consulting services mainly to the telecommunications and Hi Tech Industry. Amplerissimo has the ability to provide customized solutions to various businesses but currently provides these services only to telecommunication and Hi Tech Industry companies. The consulting services range from data gathering and statistical analysis, research and analysis of market penetration strategies, case studies, regulations, expansion strategies via possible JVs and/or take overs, assistance in identification, analysis of value of rights, negotiation, purchase and/or sale of licenses utilized in the communications industry, e-commerce, introduction to new customers, providing representation services for negotiating agreement terms such as better pricing, management and marketing of credit risk and credit management in the Hi - Tech industry.
In January 2013 we began offering customized consulting services to our clients including: data gathering and statistical analysis, research and analysis of market penetration strategies, introduction and providing representation with new customers, management and marketing of credit risk and credit management in the Hi - Tech industry. Currently we provide those services upon request of our clients according to the agreements that we have signed with them. If we will need assistance we may hire other companies to assist us. We estimate that we will not need additional financing in order to provide the services to the companies that we have an agreement with. By the end of the year we expect to have enough revenue received for the services we provide to our clients that will be sufficient to maintain us in order to be able to continue providing our services to our existing clients. In case that we will need additional financing in order to serve the existing agreements with our clients, or new agreements with new clients, then we plan to look for debt financing and/or raise funds via a private placement, although we have no contract, agreement or commitment to secure such additional funding.
Remote Online Support
Currently Amplerissimo provides: remote online IT support to its clients.
Specifically, in January 2013 we began providing remote analysis of existing computer software and service provision of data for integration of existing computer accounting software and technical analysis of telecommunication needs to our clients. We also provide telecommunication and Hi Tech online support for our clients. Currently we provide those services upon request of our clients according to the agreements that we have signed with them. We may hire other companies to assist us as needed.
Potential Future Business
In the future we intend to maintain the existing business we have with our clients and locate and sign new agreements with new clients for the provision of services we provide. Besides the Hi Tech and IT industries, we plan to expand in other industries such as the apparel industry however we have not taken any action as of yet to expand our current business and cannot predict if or when we may do so.
Our Customers
Currently our customers are only in the communications and Hi-Tech industries.
Our Sales and Marketing
Currently we market our services via personal contacts and relationships of management.
Research and Development
The Registrant currently does not conduct any research and development.
Our Competition
There is significant competition in the sectors that we are focusing in, business consultancy. There are many companies providing specialized consulting services to international organizations and it is hard to achieve agreements with medium and/or larger size corporations in order to provide our services. In our plan we wish to expand by targeting medium or larger size companies. We currently do not focus on smaller size companies. We mostly rely on past business relationships of new officer and director Mr. Dimitrios Goulielmos in order to attract and “close” new agreements with new customers.
Intellectual Properties and Licenses
We do not have any intellectual property.
Governmental Regulation
Our business is not subject to any specific government regulations.
Employees
The Company officer and director is currently the only employee.
Environmental Matters
Our operations are not subject environmental regulations.
CORPORATE INFORMATION
The principal executive office for the Registrant is located at 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606. The Registrant’s main telephone number is (312) 674-4529.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AMPLERISSIMO
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements of Amplerissimo and the related notes, and other financial information included in this Form 8-K. Information concerning our real estate business which we are continuing is found in our Annual Report on Form 10-K filed with the SEC on September 13, 2013 and available on the SEC website at: http://www.sec.gov/Archives/edgar/data/1474167/000147793213004207/0001477932-13-004207-index.htm.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
Amplerissimo was incorporated in Cyprus on December 8, 2007.
Amplerissimo’s principal activities are as follows:
| · | Providing representation through provision of consulting services to various sectors, primarily communications and Hi-Tech industries |
| · | Provision of Remote Online Support |
Results of Operations:
Years Ended December 31, 2012 and 2011:
Amplerissimo had no revenues for the years ended December 31, 2012 and 2011.
For the years ended December 31, 2011 and 2012, Amplerissimo had $612 and $455 of general and administrative expenses, respectively.
Foreign currency losses, included in “Other Comprehensive Income” amounted to $305 and $948 for the years ended December 31, 2011and 2012, respectively.
Accordingly, Amplerissimo had a net losses of $612 and $455 for the years ended December 31, 2011 and December 31, 2012, respectively, and net comprehensive losses of $917 and $1,403 for the same periods.
Six Months Ended June 31, 2013 and 2012:
Amplerissimo had no revenues for the six months ended June 30, 2013 and June 30, 2012.
Our general and administrative expenses went from zero for the six months ended June 30, 2012 to $493,718 for the same period in 2013. The increase is due to consulting expenses we incurred on projects in progress at June 30, 2013, the revenues of which we hope to realize in future periods.
Foreign currency gain and losses, included in “Other Comprehensive Income”, amounted to a gain of $3,240 for the six months ended June 30, 2013 and a loss of $890 for the same period in 2012.
Accordingly, Amplerissimo had net losses of $493,718 and zero for the six months ended June 30, 2013 and 2012, and net comprehensive losses of $490,478 and $890 for those same periods.
Liquidity and Capital Resources
We generated net losses for the year ended December 31, 2012 and the six month period ended June 30, 2013 and had an operating deficit accumulated through June 30, 2013 of $498,306. We have provided for our cash needs through December 31, 2012 by contributions from shareholders. The financing of virtually all of the loss for the six months ended June 30, 2013 was by our consultant/suppliers as they had not been paid as of that date.
All our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with going and staying public, estimated to be less than $50,000 annually, will be funded as a loan from management, to the extent that funds are available to do so. Management is not obligated to provide these or any other funds. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the over the counter bulletin board, or if we have secured a qualification, may lose the qualification and our securities would no longer trade on the over the counter bulletin board. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.
We will need to secure a minimum of $10,000 in funds to finance the Amplerissimo business in the next 12 months, in addition to the funds which will be used to go and stay public, which funds will be used for business development and sales and marketing. However in order to become profitable we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We do not have any plans or specific agreements for new sources of funding except potential loans from management as described above or any planned material acquisitions.
Our independent auditors have indicated in their audit report for the years ended December 31, 2012 that there is substantial doubt about our ability to continue as a going concern over the next twelve months.
DESCRIPTION OF PROPERTY
Besides our leased office space, we do not presently lease or own any real property.
We rent the following property as our corporate office in Cyprus:
• Address: 9, Vasili Michaelidi Street, 3026, Limassol, Cyprus.
• Name of Landlord: Globalserve Consultants Ltd
• Term of Lease: One year commencing July 29, 2013
• Monthly Rental: $110
• Adequate for current needs: Yes
For a description of the Property of Prime, see our Annual Report on Form 10-K filed with the SEC on September 13, 2013 and available on the SEC website at:
http://www.sec.gov/Archives/edgar/data/1474167/000147793213004207/0001477932-13-004207-index.htm
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership Prior To Change Of Control
The following table sets forth information regarding the beneficial ownership of our common stock as of September 27, 2013, for each of the following persons, prior to the transactions contemplated by the Exchange Agreement:
| · | each of our directors and named officers prior to the Closing of the Exchange Transaction; |
| · | all such directors and executive officers as a group; and |
| · | each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction. |
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name. The percentage of class beneficially owned set forth below is based on 25,585,532 shares of common stock issued and outstanding as of September 27, 2013, immediately prior to the Closing of the Exchange Transaction.
Name and Address of Beneficial Owners of Common Stock | | Title of Class | | Amount and Nature of Beneficial Ownership | | | % of Common Stock2 | |
Panagiotis Drakopoulos [1] 200 South Wacker Drive, Suite 3100, Chicago, 60606, IL. | | Common | | | 6,316,667 | | | | 24.7 | % |
| DIRECTORS AND OFFICERS – TOTAL | | | | | 6,316,667 | | | | 24.7 | % |
| | | | | | | | | | | |
| 5% SHAREHOLDERS | | | | | | | | | | |
| Dynamic Investments, Ltd. [1] | | Common | | | 2,441,894 | | | | 9.5 | % |
| Vasileios Mavrogiannis [1] | | Common | | | 6,991,666 | | | | 27.3 | % |
| Total of 5% shareholders | | | | | 9,433,560 | | | | 36.9 | % |
____________________
[1] Mr. Drakopoulos and Mr. Mavrogiannis are officers and directors of Dynamic Investments, Ltd. Therefore they control the 2,441,894-share voting block above referenced. Attributing these shares to Mr. Drakopoulos gives him a voting block of 8,758,561 shares, or 34.2% of the issued and outstanding common stock of the Company at September 27, 2013.
Percentages are based on 25,585,532 shares outstanding at September 27, 2013.
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
Security Ownership After Change Of Control
The following table sets forth information regarding the beneficial ownership of our common stock as of September 27, 2013, for each of the following persons, after giving effect to the transaction under the Exchange Agreement:
| · | each of our directors and named officers prior to the Closing of the Exchange Transaction; |
| · | all such directors and executive officers as a group; and |
| · | each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction. |
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name. The percentage of class beneficially owned set forth below is based on 125,585,532 shares of common stock outstanding on September 27, 2013 immediately after the Closing of the Exchange Transaction.
Name and Address of Beneficial Owners of Common Stock1 | | Title of Class | | Amount and Nature of Beneficial Ownership | | | % of Common Stock2 | |
| Dimitri Goulielmos [1] | | Common | | | 100,416,000 | | | | 80.0 | % |
| Panagiotis Drakopoulos [2] | | | | | 8,758,561 | | | | 07.0 | % |
| 200 South Wacker Drive, Suite 3100, Chicago, 60606, IL. | | | | | | | | | | |
| DIRECTORS AND OFFICERS – TOTAL | | | | | 109,174,561 | | | | 86.9 | % |
| | | | | | | | | | | |
| 5% SHAREHOLDERS | | | | | | | | | | |
| Vasileios Mavrogiannis [2] | | Common | | | 9,133,580 | | | | 7.3 | % |
| Total of 5% shareholders | | | | | 9,133,580 | | | | 7.3 | % |
_______________
[1] Mr. Goulielmos is the owner of Jaron Trading Limited a company that holds 400,000 common shares. Therefore Mr. Goulielmos, in addition to the 100,016,000 common share that he personally owns, he controls the 400,000-share voting block that belongs to Jaron Trading Limited. Attributing these shares to Mr. Goulielmos gives him a voting block of 100,416,000 shares, or 80.0% of the issued and outstanding common stock of the Company at September 27, 2013.
[2] Mr. Drakopoulos and Mr. Mavrogiannis are officers and directors of Dynamic Investments, Ltd, a company that holds 2,441,894 common shares. Therefore they control the 2,441,894-share voting block that belongs to Dynamic Investments, Ltd. Attributing these shares to Mr. Drakopoulos gives him a voting block of 8,758,561 shares, or 7.0% of the issued and outstanding common stock of the Company at September 27, 2013.
[3] Mr. Drakopoulos and Mr. Mavrogiannis are officers and directors of Dynamic Investments, Ltd, a company that holds 2,441,894 common shares. Therefore they control the 2,441,894-share voting block that belongs to Dynamic Investments, Ltd. Attributing these shares to Mr. Mavrogiannis gives him a voting block of 9,133,580 shares, or 7.3% of the issued and outstanding common stock of the Company at September 27, 2013.
Percentages are based on 125,585,532 shares outstanding at September 27, 2013.
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers Prior To Change Of Control
Our directors and executive officers prior to the Change of Control were as follows:
| Name | | Age | | Position |
| Panagiotis Drakopoulos | | 41 | | CEO/Secretary and Director |
| Konstantinos Vassilopoulos | | 29 | | CFO and Director |
Panagiotis Drakopoulos joined us as Secretary and Director upon formation. Since June 2006, he has been Director and President of Dynamic Investments Ltd., a business consulting firm. From June 2006 to July 2009 he was also Director of Sea Star Shipping SA, involved in the management of ships. Mr. Drakopoulos contributes to the Board his financial, marketing, and operation management expertise as well as knowledge of our business since inception.
Konstantinos Vassilopoulos joined us as CFO and Director on January 5, 2013. Mr. Vassilopoulos contributes to the Board his financial, marketing, and operation management expertise. His duties, while he was employed in the financial, marketing, and operation management sector in the USA, mainly included operations management of companies with 30 – 100 employees, financial analysis, budgeting, and forecasting, and marketing campaign development.
Family Relationships
Directors and Executive officers have no family relationships.
Directors and Executive Officers after Change of Control
Pursuant to the Exchange Agreement, Panagiotis Drakopoulos resigned as our Chief Executive Officer and Secretary & Konstantinos Vassilopoulos resigned as our Chief Financial Officer. The following persons were appointed in their place, effective as of the Closing of the Exchange Transaction:
| Name | | Age | | Position |
| Dimitrios Goulielmos | | 47 | | CEO and Director |
| Panagiotis Drakopoulos | | 41 | | CFO and Director |
| Konstantinos Vassilopoulos | | 29 | | Secretary and Director |
Biographical Information
The following is a brief account of the education and business experience of these directors and officers:
Dimitrios Goulielmos joined us as CEO and Director on September 27, 2013. Since January 1991, he has been principal attorney at the law firm of Goulielmos D. & Partners. He contributes to the Board the benefits of his legal, academic, and business background.
Panagiotis Drakopoulos joined us as Secretary and Director upon formation. Since June 2006, he has been Director and President of Dynamic Investments Ltd., a business consulting firm. From June 2006 to July 2009 he was also Director of Sea Star Shipping SA, involved in the management of ships. Mr. Drakopoulos contributes to the Board his financial, marketing, and operation management expertise as well as knowledge of our business since inception.
Konstantinos Vassilopoulos joined us as CFO and Director on January 5, 2013. Mr. Vassilopoulos contributes to the Board his financial, marketing, and operation management expertise. His duties, while he was employed in the financial, marketing, and operation management sector in the USA, mainly included operations management of companies with 30 – 100 employees, financial analysis, budgeting, and forecasting, and marketing campaign development.
Family Relationships
There are no family relationships between or among any of our directors and executive officers serving prior to the Exchange Transaction.
Involvement in Certain Legal Proceedings
No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:
| · | Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, |
| · | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), |
| · | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities, |
| · | Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| · | Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity. |
| · | Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity. |
| · | Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity. |
Board of Directors
Our board of directors is currently composed of three members. All members of our board of directors serve in this capacity until their terms expire or until their successors are duly elected and qualified. Our bylaws provide that the authorized number of directors will be not less than one.
Board Committees; Director Independence
As of this date, our board of directors has not appointed an audit committee or compensation committee; however, we are not currently required to have such committees. The functions ordinarily handled by these committees are currently handled by our entire board of directors. Our board of directors intends, however, to review our governance structure and institute board committees as necessary and advisable in the future, to facilitate the management of our business.
As of the date of this report, we have no independent directors.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.
EXECUTIVE COMPENSATION
Executive Compensation
Former Executive Officers
The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal year ended July 31, 2013 and 2012.
| SUMMARY COMPENSATION TABLE | |
| Name | YE 7/31 | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensatio ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensatio ($) | | | Total ($) | |
Vasileios Mavrogiannis1 | 2013 | | | 25,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 25,000 | |
| | 2012 | | | 60,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 60,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Panagiotis Drakopoulos2 | 2013 | | | 60,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 60,000 | |
| | 2012 | | | 60,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 60,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Panagiotis Tolis3 | 2013 | | | 27,500 | | | | - | | | | 70,200 | | | | - | | | | - | | | | - | | | | - | | | | 97,700 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Konstantinos Vassilopoulos | 2013 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
_________________
| 1. | Mr. Mavrogiannis resigned on January 5, 2013. Although we accrued $25,000 in salary through the date of his resignation, as of the date of this report, this amount and amounts accrued but unpaid as of July 31, 2013, remain unpaid. Mr. Mavrogiannis is due $76,592 as of July 31, 2013. |
| 2. | Mr. Drakopoulos is the Principal Executive Officer and Board Chairman. Although we accrued $60,000 in salary during the year ended July 31, 2013, as of the date of this report, we made only one cash payment of $20,000 during that period. Through July 31, 2013, we owe Mr. Drakopoulos $95,000. |
| 3. | Mr.Tolis resigned on July 25, 2013. Although we accrued $27,500 in salary through the date of his resignation, as of the date of this report, we made only one cash payment of $5,000 during that period. Through July 31, 2013, we owe Mr. Tolis $22,500. Moreover the Company agreed to issue and pay Mr. Tolis 180,000 shares of common stock for Directors' annual services. |
There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of July 31, 2013.
OUTSTANDING EQUITY AWARDS AT YEAR END
| | |
| | Option Awards | | | Stock Awards | |
| Name | | Number of Securities Underlying Unexercised Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | No. of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested ($) | | | Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested | |
| | Exercisable | | | Un-exercisable | |
| Vasileios Mavrogiannis | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Panagiotis Drakopoulos | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Panagiotis Tolis | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Konstantinos Vassilopoulos | | | 240,000 | | | | - | | | $ | 0.10 | | | 01/05/17 | | | | - | | | | - | | | | - | |
Stock Option Grants
On January 5, 2013, we granted 240,000 options to an incoming Director. The options have an exercise period of four years with an exercise price of $0.10. We valued the options using the Black Scholes Option Pricing Model with the following inputs: stock price on measurement date: $0.18; Exercise price: $0.10; Option term: 4 years; Computed volatility: 448%. The resulting Black Scholes value was $43,151 of which $24,472 had been earned as of July 31, 2013.
Director Compensation
The table below summarizes all compensation awarded to, earned by, or paid to our director for all services rendered in all capacities to us for the fiscal years ended July 31, 2013 and 2012.
| DIRECTOR COMPENSATION |
| Name | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Non-Qualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | Total ($) |
| Vasileios Mavrogiannis | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | - |
| Panagiotis Drakopoulos | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | - |
| Panagiotis Tolis | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | - |
| Konstantinos Vassilopoulos | | | - | | | | - | | | | 24,472 | | | | - | | | | - | | | | - | | 24,472 |
_______________
| 1. | Mr. Vassilopoulos is the Principal Financial Officer and a Director. He does not receive a cash salary but is due 240,000 options each year for services. The awarding of 240,000 for the year ended July 31, 2013 resulted in a valuation of $43,151 of which $24,472 had been earned as of July 31, 2013. |
| 2. | Messrs. Mavrogiannis, Drakopoulos, and Tolis received compensation as executives, reported above in “Executive Compensation”. |
Messrs. Mavrogiannis, Drakopoulos, and Tolis received compensation as executives, reported above in “Executive Compensation”.
Stock Option Plans
We did not have a stock option plan as of July 31, 2013.
Current Executive Officers
The following summary compensation table indicates the cash and non-cash compensation earned from Amplerissimo during the fiscal year ended Dec. 31, 2012 by its director and Chief Executive Officer and each of the other three highest paid executives, if any, whose total compensation exceeded $100,000 during the fiscal year ended Dec. 31, 2012.
SUMMARY COMPENSATION TABLE
| Name | | YE 12/31 | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Dimitrios Goulielmos | | 2012 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
None of our executive officers received, nor do we have any arrangements to pay out, any bonus, stock awards, non-equity incentive plan compensation, or non-qualified deferred compensation.
Director Compensation
Currently, we do not pay any compensation to our directors for their service on the board of directors. However, we intend to review and consider future proposals regarding director compensation.
Potential Payments upon Termination or Change-in-Control
We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control. As a result, we have omitted this table.
Employment Agreements
We currently have no employment agreements written or oral with any of our executive officers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Agreement and Plan of Share Exchange
On September 27, 2013, the Registrant executed the Exchange Agreement with Amplerissimo and Dimitrios Goulielmos, sole shareholder of Amplerissimo.
On the Closing Date of the Exchange Agreement, the Registrant issued 100,000,000 shares of its common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo in exchange for 100% of the issued and outstanding common stock of Amplerissimo. After the Closing, the Registrant has a total of 125,585,532 shares of common stock outstanding, with Dimitrios Goulielmos owning approximately 80.0% of the Registrant’s total issued and outstanding common shares.
As a result of the Exchange, Dimitrios Goulielmos became the Registrant’s controlling shareholder and Amplerissimo became its wholly owned subsidiary. In connection therewith, the Registrant acquired the business and operations of Amplerissimo, and its principal business activities are conducted through Amplerissimo. We will also be continuing the real estate business as further described in our Annual Report on Form 10-K filed with the SEC on September 13, 2013 and available on the SEC website at: http://www.sec.gov/Archives/edgar/data/1474167/000147793213004207/0001477932-13-004207-index.htm. Related party transactions with us prior to closing of the Exchange Agreement are set forth in the Report on Form 10-K.
LEGAL PROCEEDINGS
Currently there are no legal proceedings pending or threatened against us. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Market Information
Our common stock is quoted on the Over-The-Counter Markets under the symbol “PMLT.” The following table of high and low stock prices are based on actual trades.
| Bid Information* | | | | | | |
| Quarter Ended | | High | | | Low | |
| | | | | | | |
| October 31, 2011 | | $ | 1.2 | | | $ | 0.22 | |
| January 31, 2012 | | | 0.75 | | | | 0.1 | |
| April 30, 2012 | | | 0.51 | | | | 0.25 | |
| July 31, 2012 | | | 0.39 | | | | 0.08 | |
| | | | | | | | | |
| October 31, 2012 | | $ | 0.39 | | | $ | 0.1 | |
| January 31, 2013 | | | 0.4 | | | | 0.12 | |
| April 30, 2013 | | | 0.6 | | | | 0.15 | |
| July 31, 2013 | | | 0.6 | | | | 0.25 | |
_______________
* The quotation do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Holders
As of July 31, 2013, there were approximately 84 shareholders of record of our common stock.
Dividends
We have never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant.
RECENT SALES OF UNREGISTERED SECURITIES
As more fully described in Item 1.01 above, in connection with the Exchange Agreement, at the Closing, the Registrant issued 100,000,000 shares of its common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo in exchange for 100% of the capital stock of Amplerissimo. Reference is made to the disclosures set forth under Items 1.01 and 2.01 of this Form 8-K, which disclosures are incorporated herein by reference. The issuance of the common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo pursuant to the Exchange Agreement was exempt from registration pursuant to Regulation D under the Securities Act. The Registrant made this determination based on the representations which included, in pertinent part, that such shareholder was an “accredited investor” as that term is defined in Regulation D under the Securities Act and that such shareholder was acquiring the common stock for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that such shareholder understood that the shares of common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue 200 million shares of common stock $0.001 par value per share. As of the date of this report statement, there were 25,585,532 shares of common stock issued and outstanding held by approximately 84 shareholders on record.
Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.
In the election of directors, the stockholders are permitted to vote their shares cumulatively. Accordingly, each shareholder entitled to vote in the election of directors has the right to vote the number of shares owned by such shareholder for as many persons as there are directors to be elected.
Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of the surplus of the Registrant. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements and other factors.
Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Certificate of Incorporation or our Bylaws that would prevent or delay change in our control.
Preferred Stock
The Company is authorized to issue 100 million shares of preferred stock which has preferential liquidation rights over common stock and is non-voting. As of the date of this filing, no shares have been issued.
Potentially Dilutive Securities
On January 5, 2013, we granted 240,000 options to an incoming Director under a four-year agreement to provide 240,000 options per year at $0.10. The initial tranche of 240,000 shares expires on January 5, 2017.
No options, warrants or other potentially dilutive securities other than those disclosed above have been issued as of the date of this filing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada Law
Nevada Revised Statute 78.037 permits a corporation to eliminate or limit the personal liability of a director or officer to the corporation or its stockholders for damages relating to breach of fiduciary duty as a director or officer, but such a provision must not eliminate or limit the liability of a director or officer for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (b) the payment of distributions in violation of Nevada Revised Statute 78.300.
Nevada Revised Statutes 78.7502 provides as follows with respect to indemnification of directors, officers, employees and agents:
| (a) | We may indemnify any person who was or is a party or is threatened to be made a party to any action, except an action by us, by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving as a director, officer, employee or agent of any other person at our request, against expenses actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (i) is not liable for breach of his fiduciary duties as a director or officer pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. |
| (b) | We may indemnify any person who was or is a party or is threatened to be made a party to any action by us, by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving as a director, officer, employee or agent of any other person at our request, against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (i) is not liable for breach of his fiduciary duties pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to our best interest. We may not indemnify him for any claim, issue or matter as to which he has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to us or for amounts paid in settlement to us, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. |
| (c) | To the extent that our director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, we are required to indemnify him against expenses, including attorneys’ fees actually and reasonably incurred by him in connection with the defense. |
Our Articles of Incorporation and Bylaws provide for elimination of any liability of our directors and officers and indemnity of our directors and officers to the fullest extent permitted by Nevada law.
Charter Provisions and Other Arrangements of the Registrant
The Registrant currently has not adopted any indemnification provisions in its certificate of incorporation or bylaws for its officers and directors.
Item 3.02 Unregistered Sales of Equity Securities
As more fully described in Items 1.01 and 2.01 above, in connection with the Exchange Agreement, at the Closing, the Registrant issued 100,000,000 shares of its common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo in exchange for 100% of the capital stock of Amplerissimo. Reference is made to the disclosures set forth under Items 1.01 and 2.01 of this Form 8-K, which disclosures are incorporated herein by reference. The issuance of the common stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo pursuant to the Exchange Agreement was exempt from registration pursuant to Regulation D under the Securities Act. The Registrant made this determination based on the representations which included, in pertinent part, that such shareholder was an “accredited investor” as that term is defined in Regulation D under the Securities Act and that such shareholder was acquiring the common stock for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that such shareholder understood that the shares of common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
Item 5.01 Changes in Control of Registrant.
As more fully described in Items 1.01 and 2.01 above, on September 27, 2013, in a reverse take-over transaction, the Registrant acquired Amplerissimo and its business by executing the Exchange Agreement by and among the Registrant, Amplerissimo, and Dimitrios Goulielmos, sole shareholder of Amplerissimo.
Under the Exchange Agreement, the Registrant completed the acquisition of all of the issued and outstanding shares of Amplerissimo through the issuance of 100,000,000 restricted shares of Common Stock to Dimitrios Goulielmos, sole shareholder of Amplerissimo. Immediately prior to the Exchange Agreement transaction, the Registrant had 25,585,532 shares of Common Stock issued and outstanding. Immediately after the issuance of the shares to Dimitrios Goulielmos, sole shareholder of Amplerissimo, the Registrant had 125,585,532 shares of Common Stock issued and outstanding.
In connection with the Exchange Transaction, and as more fully described in Item 5.02 below, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, the Registrant’s executive officers immediately prior to the Exchange Transaction, resigned, and Dimitrios Goulielmos became our CEO, Panagiotis Drakopoulos became our new CFO, and Konstantinos Vassilopoulos became our new Secretary.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As more fully described in Items 1.01, 2.01 and 5.01 above, on September 27, 2013 in a reverse take-over transaction, the Registrant acquired Amplerissimo and its business by executing the Exchange Agreement by and among the Registrant, Amplerissimo, and Dimitrios Goulielmos, sole shareholder of Amplerissimo. The Closing of this transaction occurred on September 27, 2013. Reference is made to the disclosures set forth under Items 1.01, 2.01 and 5.01 of this Form 8-K, which disclosures are incorporated herein by reference.
Resignation of Officers
Effective September 27, 2013, Panagiotis Drakopoulos and Konstantinos Vassilopoulos, the Registrant’s executive officers immediately prior to the Exchange Transaction, resigned as CEO and CFO, respectively.
Appointment of Officers
Effective September 27, 2013, the following persons were appointed as the Registrant’s executive officers (with Mr. Goulielmos being the only New Officer the others changing management positions, collectively “Officers”) in connection with the Exchange Transaction:
| Name | | Age | | Position |
| Dimitrios Goulielmos | | 47 | | CEO |
| Panagiotis Drakopoulos | | 41 | | CFO |
| Konstantinos Vassilopoulos | | 29 | | Secretary |
Appointment of Directors
Effective September 27, 2013, the following persons were appointed to the Registrant’s board of directors (with Mr. Goulielmos being the only New Director the others retaining their current Director positions, collectively “Directors”) in connection with the Exchange Transaction:
| Name | | Age | | Position |
| Dimitrios Goulielmos | | 47 | | Chairman of the Board |
| Panagiotis Drakopoulos | | 41 | | Director |
| Konstantinos Vassilopoulos | | 29 | | Director |
None of the Directors or Officers currently has an employment agreement with the Registrant. None of the New Directors has been named or, at the time of this Form 8-K, is expected to be named to any committee of the board of directors. Other than the Exchange Transaction, there are no transactions, since the beginning of the last fiscal year, or any currently proposed transaction, in which the Registrant was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Registrant’s total assets at year-end for the last three completed fiscal years, and in which any of the Officers or Directors had or will have a direct or indirect material interest. Other than the Exchange Transaction, there is no material plan, contract or arrangement (whether or not written) to which any of the Officers or Directors is a party or in which any Officer or Director participates that is entered into or material amendment in connection with our appointment of the Officers and Directors, or any grant or award to any Officer or Director or modification thereto, under any such plan, contract or arrangement in connection with our appointment of the Officers and Directors.
Descriptions of the Officers and Directors can be found in Item 2.01 above, in the section titled “Directors and Executive Officers - Directors and Officers after Change of Control.”
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
We have changed our fiscal year end to December 31 effective upon closing of the Share Exchange Agreement.
Item 7.01 Regulation FD Disclosure.
We are filing this Report on Form 8-K before the due date of November 12, 2013, which is 15 days from closing of the Share Exchange Agreement, and a later filing date for the financial statements, because we wanted to get this information to the markets as soon as possible to avoid any issues in compliance with Regulation FD.
Item 9.01 Financial Statement and Exhibits.
Reference is made to the reverse take-over transaction under the Exchange Agreement, as described in Item 1.01, which is incorporated herein by reference. As a result of the closing of the Exchange Transaction, the Registrant’s primary operations consist of the business and operations of Amplerissimo. In the Exchange Transaction, Prime Estates and Developments is the accounting acquiree and Amplerissimo is the accounting acquirer. Accordingly, the Registrant is presenting the financial statements of Amplerissimo.
(a) Financial Statements of the Business Acquired
The audited consolidated financial statements of Amplerissimo for the years ended December 31, 2012 and 2011, including the notes to such financial statements, are incorporated herein by reference to Exhibit 99.1 of this Form 8-K.
(b) Exhibits
INDEX TO EXHIBITS
| Exhibit | | Description |
| | | |
| 2.1 | | Share Exchange Agreement by and among Prime Estates and Developments and Amplerissimo dated September 27, 2013 * |
| 3.1 | | Articles of Incorporation of Prime Estates and Developments |
| 3.2 | | By-Laws of Prime Estates and Developments |
| 99.1 | | Audited consolidated financial statements of Amplerissimo for the years ended December 31, 2012 and 2011, and unaudited consolidated financial statements for the three and six months ended June 30, 2013 and 2012, and accompanying notes to consolidated financial statements* |
__________
* Filed Herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | PRIME ESTATES AND DEVELOPMENTS, INC. | |
| | | | |
| October 3, 2013 | By: | /s/ Panagiotis Drakopoulos | |
| | | Panagiotis Drakopoulos | |
| | | Chief Financial Officer | |
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