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EX-23 - AUDITOR CONSENT - Immobiliare Global Investments, Inc.auditor_consentdrake.htm
EX-15 - CONSENT RE INTERIM FINANCIALS - Immobiliare Global Investments, Inc.ex15consent.htm
EX-10 - PURCHASE AND SALE AGREEMENT - Immobiliare Global Investments, Inc.purchase_saleagrmt.htm

As filed with the Securities and Exchange Commission on December 9, 2011   Registration No. 333-174261


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-1

Amendment No. 4


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


Immobiliare Global Investments, Inc.

(Name of registrant as specified in its charter)


Florida

4220

27-3943293

(State or jurisdiction of incorporation or

(Primary Standard Industrial Classification Code

(I.R.S. Employer Identification No.)

Organization)

Number)


13575 58th Street N., Suite 140

Clearwater, Florida 33760

(602) 885-9792

(Address and telephone number of registrant’s principal executive offices)


Lee Segal, Esquire

Segal & Schuh Law Group, P.L.

13575 58th Street N., Suite 140

Clearwater, Florida 33760

(727) 824-5775

(Name, address and telephone number of agent for service)


Copy to:

Clifford J. Hunt, Esquire

Law Office of Clifford J. Hunt, P.A.

8200 Seminole Boulevard

Seminole, Florida 33772


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

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


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


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


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


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

Large accelerated filer [  ]

Accelerated filer [  ]


Non-accelerated filer [  ]

Smaller reporting company [X]






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CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered


Amount to be Registered


Proposed Maximum Offering Price Per Share

Proposed Maximum Aggregate Offering Price


Amount of Registration Fee

Common Stock par value $0.001

25,000,000

$0.50

$12,500,000

$1,451.25

 

 

 

 

 


1.

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.


2.

 The 25,000,000 shares of common stock identified in the table above relate to a direct offering by the Company and a Resale Offering by forty-three (43) selling shareholders.  The selling shareholders may sell up to 11,295,000 shares in the Resale Offering.  The selling shareholders must sell at fixed prices until a market develops and thereafter at prevailing market prices. There will be 13,705,000 shares of our common stock available for sale to the public in our direct offering. The number of shares being registered does not include an additional 53,230,000 shares beneficially owned by our current officers and directors.  There are a total of 64,525,000 shares of our common stock issued and outstanding as of November 10, 2011.



Investing in our common stock involves a high degree of risk. A potential investor should carefully consider the factors described under the heading “Risk Factors” beginning at page 8.  


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.


PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED December 9, 2011.


The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.



Explanatory Note:

The financial statements for December 31, 2010 have been restated to record the amounts paid to acquire Thomas Investments Holdings, LLC as a distribution to the former shareholders.  This amount was formerly shown as goodwill from the acquisition.  The major categories affected are highlighted in the table below and in the footnotes to the financial statements.  There is no change in the earnings per share or income tax benefits for any period.


 

 

 As originally reported

 

 As restated

 

 $ Change

% Change

 

 

 

 

 

 

 

 

 

Intangibles

 

 814,804

 

 2,304

 

 (812,500)

-99.7%

 

Total Assets

 

 1,829,890

 

 1,017,390

 

 (812,500)

-44.4%

 

 

 

 

 

 

 

 

 

Additional Paid in Capital

 

 97,165

 

 (715,335)

 

 (812,500)

-836.2%

 

Total Stockholder Equity

 

 128,880

 

 (683,620)

 

 (812,500)

-630.4%

 

Total Liabilities and Stockholder Equity

 

 1,829,890

 

 1,017,390

 

 (812,500)

-44.4%

 

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The information in this prospectus is not complete and may be changed.  The securities offered by this prospectus may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective.  This prospectus is neither an offer to sell these securities nor a solicitation of an offer to buy these securities in any state where an offer or sale is not permitted.


PRELIMINARY PROSPECTUS

Dated December 9, 2011

IMMOBILIARE GLOBAL INVESTMENTS, INC.

The Securities Being Offered by the Company and For Resale Are Shares of Common Stock of Immobiliare Global Investments, Inc.

Shares offered by the Company

13,705,000

Shares offered by Security Holders in Resale Offering

11,295,000

Immobiliare Global Investments, Inc. (“IGI”, “Immobiliare” or the “Company”) is offering on a best-efforts basis a maximum of 13,705,000 shares of its common stock at a price of $0.50 per share. This is the initial offering of Common Stock of Immobiliare Global Investments, Inc. and no public market exists for the securities being offered.  The Company is offering the shares on a “self-underwritten”, best-efforts basis directly through our officer and directors.  The shares offered for sale by the Company will be offered at a fixed price of $.50 per share for a period not to exceed 180 days from the date of this prospectus. There is no minimum number of shares required to be purchased. Our officer and directors of Immobiliare Global Investments, Inc., intend to sell the shares directly.  No commission or other compensation related to the sale of the shares will be paid to our officer and directors.  The intended methods of communication include, without limitations, telephone, and personal contact.  For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein. Our officer and directors will participate in the Resale Offering only.

This prospectus relates to 25,000,000 shares of Common Stock which are being offered directly by the Company and by selling shareholders in a Resale Offering, by the security holders named in this prospectus under the caption “Selling Security Holders.”  The 11,295,000 shares of common stock are being offered by forty-three (43) selling shareholders.  These shares do not include an additional 53,230,000 shares beneficially owned by our current officers and directors.  The selling shareholders must sell at fixed prices until a market develops and thereafter at prevailing market prices. There are a total of 64,525,000 shares of our common stock issued and outstanding as of September 29, 2011.


It is our intention to seek quotation on the OTC Bulletin Board subsequent to the date of this prospectus.  The lack of a public market for our common stock may place purchasers of shares being offered at risk of having an illiquid security.  There can be no assurance that any market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, 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 for the selling security holders.  The selling shareholders may sell shares of our common stock at a fixed price of $0.50 per share until a market develops for our shares and thereafter at prevailing market prices or privately negotiated prices. Selling shareholders are underwriters as defined under the Securities Act of 1933.The offering shall terminate no later than 180 days from the effective date of this registration statement. We will not receive any proceeds from the resale of shares of common stock by the selling shareholders.


Immobiliare Global Investments, Inc. presently has operations only in its wholly-owned subsidiary, presently consisting of residential rental properties and a 12 unit mobile home park. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment.


Investor subscriptions are irrevocable, meaning that once tendered to the Company they are non-refundable.  Investor proceeds will not be held in escrow and are available for immediate use by our officers and directors. Furthermore, there is no minimum investment offering condition and funds are available for immediate use by our Company. There can be no assurances that we will raise investment proceeds in an amount sufficient to completely implement our business plan. Accordingly, proceeds from the offering may be utilized by our Company without achievement of the construction goal set forth herein.





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Our common stock is not currently listed or quoted on any quotation medium and involves a high degree of risk.  You should read the “RISK FACTORS” section beginning on page 8 before you decide to purchase any of our common stock.

Neither the Securities and Exchange Commission nor any state commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Nor have they made, or will they make, any determination as to whether anyone should buy these securities.  Any representation to the contrary is a criminal offense.



Prior to this offering, there has been no public market for Immobiliare Global Investments, Inc.’s common stock.


 

 

Number of Shares

 

Offering Price

 

Underwriting Discounts & Commissions

 

Proceeds to the Company

 

Per Share

 

1

 

$

0.50

 

$

0.00

 

$

0.50

 

Maximum

 

13,705,000

 

$

 0.50

 

$

0.00

 

$

6,852,500

 



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TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY

6

Item 3. SUMMARY INFORMATION, RISK FACTORS, RATIO OF EARNINGS TO FIXED CHARGES

6

A Note Concerning Forward Looking Statements

14

Item 4. USE OF PROCEEDS

14

Item 5. DETERMINATION OF OFFERING PRICE

15

Item 6. DILUTION

15

Item 7. SELLING SECURITY HOLDERS

16

Item 8. PLAN OF DISTRIBUTION

18

Self-Directed Offering

18

Resale Offering

19

Item 9. DESCRIPTION OF SECURITIES TO BE REGISTERED

20

Item 10. INTEREST OF NAMED EXPERTS AND COUNSEL

21

Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT

21

Description of Business

21

Description of Property

25

Legal Proceedings

26

Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters

26

Reports to Security Holders

27

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

Our Business

27

Results of Operation

28

Liquidity & Capital Resources

29

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

30

Directors and Executive Officers

30

Executive Compensation

32

Compensation Committee Interlocks and Insider Participation

33

Security Ownership of Certain Beneficial Owners and Management

33

Transactions With Related Persons, Promoters and Certain Control Persons

34

Director Independence

34

Item 12. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

35

INDEX TO FINANCIAL STATEMENTS

F-1

SIGNATURES

II-5




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PROSPECTUS SUMMARY

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

This summary highlights certain information contained elsewhere in this prospectus.  You should read the following summary together with the more detailed information regarding Immobiliare Global Investments, Inc. (“Us,” “We,” “Our,” “IGI,” the “Company,” or “the Corporation”) and our financial statements and the related notes appearing elsewhere in this prospectus.

The Company

Our Business


Our Company is involved in real estate investments through our wholly owned subsidiary, Thomas Investment Holdings, LLC (“Thomas” or “TIH”), a Utah limited liability company. Thomas presently owns several parcels of real estate in Salt Lake City, Utah from which it receives rental income. For the next twelve (12) month period we propose to develop a state of the art self-storage facility totaling 53,400 square feet along with 900 units, located in Salt Lake City, Utah.


Our Statement of Organization:

We were incorporated in Florida on July 1, 2010, as Immobiliare Investors, Inc. On November 1, 2010 we amended our articles of incorporation and changed our name to Immobiliare Global Investments, Inc. Our principal executive offices are located at 1357 58th Street North, Suite 140, Clearwater, Florida 33760. Our telephone number is (602) 885-9792.


The Offering


Number of Shares Being Offered:


The Company is offering 13,705,000 shares of its common stock for sale to the public at the price of $.50 per share.  The selling security holders may sell up to 11,295,000 shares of common stock at $.50 per share. Affiliated persons are offering up to 8,000,000 shares for resale.  Issuance of these shares to the selling security holders was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended.  Non-affiliated selling security holders will sell at the fixed price.  The selling shareholders must sell at fixed prices until a market develops and thereafter at prevailing market prices. Selling shareholders are underwriters as defined under the Securities Act of 1933.


Number of Shares Outstanding After the Offering:


64,525,000 shares of our common stock are issued and outstanding.  If all shares are sold by the Company in the offering there will be 78,230,000 shares of our common stock issued and outstanding. We also have 100,000 shares of our Class “C” preferred stock issued and outstanding.


Selected Financial Data – Annual:

 

 

Year Ending December 31, 2010

 

 

Year Ending December 31, 2009

 

 



Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

$

        133,264

 

 

$

                  25

 

 

$

 133,239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

     1,017,390

 

 

$

         916,706

 

 

$

 100,684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

$

          16,633

 

 

$

           11,738

 

 

$

     4,895

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

$

     1,701,010

 

 

$

         908,151

 

 

$

 792,859

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

$

        (683,620)

 

 

$

             8,555

 

 

$

 (692,175)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

$

        116,631

 

 

$

   (11,713)

 

 

$

 128,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of operations

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

        107,408

 

 

$

           90,566

 

 

$

   16,842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

          72,927

 

 

 

           62,255

 

 

 

   10,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Operating income

 

          34,481

 

 

 

           28,311

 

 

 

     6,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

        (56,494)

 

 

 

         (53,570)

 

 

 

    (2,924)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income tax benefit

 

            8,100

 

 

 

                  --

 

 

 

     8,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Net loss

$

         (13,913)

 

 

$

 (25,259)

 

 

$

   11,346

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Selected Financial Data – Interim

 

 

September 30, 2011

 

 

December 31, 2010

 

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

$

        130,343

 

 

$

          133,264

 

 

$

72,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

     992,200

 

 

$

         1,017,390

 

 

$

58,025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

$

116,940

 

 

$

           16,633

 

 

$

87,589

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

$

     1,789,679

 

 

$

         1,701,010

 

 

$

 80,673

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

$

(797,479)

 

 

$

          (683,620)

 

 

$

 (22,648)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

$

        13,403

 

 

$

116,631

 

 

$

(14,838)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ending September 30, 2011

 

 

 

Nine months ending September 30, 2010

 

 

 

 

 

Statement of operations

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

89,594

 

 

$

           79,072

 

 

$

   10,522

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

          212,510

 

 

 

           36,249

 

 

 

   176,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Operating income

 

       (122,916)

 

 

 

42,823

 

 

 

(165,739),

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

        (72,743)

 

 

 

         (42,263)

 

 

 

    30,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit(provision)

 

(8,200)

 

 

 

(200)

 

 

 

8,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Net loss

$

         (203,859)

 

 

$

360

 

 

$

   (204,219)

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Presently our monthly cash burn rate is approximately $15,000 dollars. Assuming that we do not raise any funds in this offering and are unable to obtain any additional funds from third party financing, cash reserves will expire within one (1) month. At September 30,



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2011, the Company had $124 in cash.  At a burn rate of $15,000 the existing cash would be used within one (1) month.  Currently, rental income does not exceed the burn rate.  Additional funds are required monthly or the expenses are accrued and unpaid.

If the full proceeds of the offering are not achieved, some portion of the storage building will be built with borrowed funds.


If we are only able to sell less than 25% of the securities we are offering, substantially all of the funds raised by this offering will be spent on assuring that we meet our corporate and disclosure obligations so that we remain in good standing with the State of Florida and maintain our status as a reporting issuer with the SEC.


Investor subscriptions are irrevocable, meaning that once tendered to the Company they are non-refundable.  Investor proceeds will not be held in escrow and are available for immediate use by our officers and directors. Furthermore, there is no minimum investment offering condition and funds are available for immediate use by our Company. There can be no assurances that we will raise investment proceeds in an amount sufficient to completely implement our business plan. Accordingly, proceeds from the offering may be utilized by our Company without achievement of the construction goal set forth herein.



RISK FACTORS

Before you invest in our common stock, you should be aware that there are risks, as described below.  You should carefully consider these risk factors together with all of the other information included in this prospectus before you decide to purchase shares of our common stock.  Any of the following risks could adversely affect our business, financial conditions and results of operations.

Risks Related To the Company

(1) Our access to credit markets may be limited, which may adversely impact our liquidity.

We may require additional capital from outside sources from time to time. Our ability to arrange financing, and the cost of such capital, is dependent on numerous factors, including:

 

 

 

general economic, business and financial conditions;

 

 

credit availability from banks and other financial institutions;

 

 

 

investor confidence in us;

 

 

 

our levels of indebtedness;

 

 

 

competitive, legislative and regulatory matters;

 

 

 

cash flows; and

 

 

provisions of tax and securities laws that may impact raising capital

In addition, volatility in the capital markets may adversely affect our ability to access any available borrowing capacity under our revolving credit facility.


(2) Our operating results and financial condition may be adversely affected by unfavorable general economic conditions.

Unfavorable economic conditions worldwide contribute to slowdowns. If global economic conditions or economic conditions in the U.S. remain uncertain or persist, spread or deteriorate further, we may experience material adverse impacts on our results of operations, cash flows and financial condition.


(3) We will operate in a highly competitive business environment, and competitive pressures could adversely affect our business.

We will be competing with similar enterprises in our areas of operation. Some of our competitors are national self-storage companies that have greater financial resources than we do. Our competitors may expand or construct sales systems and associated infrastructure that would create additional competition for the services we provide to our customers. Our ability to renew or replace existing contracts with our customers at rates sufficient to maintain current revenue and cash flows could be adversely affected by the activities of our competitors and our customers. Uncertainty and possible adverse publicity may make us more susceptible to the loss of customers to our competitors. All of these competitive pressures could have a material adverse effect on our prospective business, results of operations and financial condition.



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(4) We have minimal revenues and limited operating history.

We have minimal revenues and limited operations. Our record of minimal revenues and a limited operating history pose specific risks that may adversely affect our business or an investment in our common stock.  There can be no assurances that we will generate sufficient revenue from future operations to implement our business plan.

(5) As a public company, we will be subject to additional financial and other reporting and corporate governance requirements that may be difficult for us to satisfy will raise our costs and may divert resources and management attention from operating our business.

We have historically operated as a private company. Following the effectiveness of this registration statement, we will need to file with the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC regulations. Thus, we will need to ensure that we have the ability to prepare, on a timely basis, financial statements that comply with SEC reporting requirements. We anticipate that our combined legal and accounting expenses to comply with these requirements will be approximately $25,000 annually We will also become subject to other reporting and corporate governance requirements, including the listing standards of the national securities exchange upon which we list our Class A Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the regulations promulgated thereunder, which will impose significant new compliance obligations upon us. As a public company, we will be required, among other things, to:

 

 

 

prepare and distribute reports and other stockholder communications in compliance with our obligations under the federal securities laws and the applicable national securities exchange listing rules;

 

 

define and expand the roles and the duties of our Board of Directors and its committees;

 

 

 

institute more comprehensive compliance, investor relations and internal audit functions;

 

 

 

evaluate and maintain our system of internal control over financial reporting, and report on management’s assessment thereof, in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and related rules and regulations of the SEC; and

 

 

 

involve and retain outside legal counsel and accountants in connection with the activities listed above

The adequacy of our internal control over financial reporting must be assessed by management for each year commencing with the year ending December 31, 2011. Our internal control over financial reporting may not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act. We will incur additional costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff. We estimate that additional staffing costs could approximate $50,000 to $75,000. Ultimately, our efforts may not be adequate to comply with the requirements of Section 404. If we are unable to implement and maintain adequate internal control over financial reporting or otherwise to comply with Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may have violations of the applicable national securities exchange listing rules and may breach covenants under our credit facilities. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

The changes necessitated by becoming a public company will require a significant commitment of additional resources and management oversight that will increase our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply with these requirements. If we fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.

(6) We are exposed to the creditworthiness and performance of our customers and any material nonpayment or nonperformance by one or more of these parties could adversely affect our financial and operational results.

There can be no assurance we have adequately assessed the creditworthiness of each of our existing or future customers, or that there will not be a rapid or unanticipated deterioration in their creditworthiness, which may have an adverse impact on our financial condition and results of operations. Nor is there certainty that our customers will perform or adhere to existing or future contractual arrangements.


(7) We are dependent on the services of a certain key employee and the loss of his services could harm our business.

Our success largely depends on the continuing services of our President, Chief Executive Officer and Director, Wayne Middleton.  Our continued success also depends on our ability to attract and retain qualified personnel.  We believe that Mr. Middleton possesses



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valuable industry knowledge, experience and leadership abilities that would be difficult in the short term to replicate.  The loss of him as a key employee could harm our operations, business plans and cash flows. Presently, we do not maintain any key man life insurance with respect to Mr. Middleton and we have no present plan to utilize our limited economic resources for such purpose.

(8) Because our acquisition of Thomas Investment Holdings, LLC resulted in our issuance of a promissory note in the amount of $800,000 secured by all of our assets, with a term requiring interest only payments in the amount of $3,000 per month with a maturity due date of November 10, 2014, we could lose all of our assets in a foreclosure in the event we are not able to repay the promissory note.

In connection with and as partial consideration for our acquisition of all issued and outstanding equity membership interests of Thomas Investment Holdings, LLC, we issued a promissory note to the seller (our Chief Executive Officer, Wayne Middleton) in the principal amount of $800,000. We also agreed to assume existing debt on the properties held by Thomas Investment Holdings, LLC. The Board of Directors unanimously approved the acquisition agreement, while Mr. Middleton abstained from voting on the transaction. The terms of the promissory note include interest only payments of $3,000 commencing January 2011 through maturity on November 10, 2014. There can be no assurance is that we will be able to generate sufficient revenues from business operations to make all payments due under the note on a timely basis, including the principal amount of $800,000 which is due on November 10, 2014. The Promissory Note is secured by all real estate owned by the Company.  We could lose all of our present assets in foreclosure in the event we are not able to repay the promissory note in accordance with its terms.

(9) We are subject to various laws and regulations that govern, and impose liability for, activities and operations which may have adverse environmental effects. Our noncompliance with these laws and regulations could have a material adverse effect on our business.

We are subject to federal, state, local laws and regulations that govern, and impose liability for, our activities and operations which may have adverse environmental effects, such as discharges to air and water, as well as handling and disposal practices for hazardous substances and other wastes. From time to time, our operations may result, in noncompliance with or liability for cleanup under these laws. In addition, the presence of hazardous substances on our properties, or the failure to properly remediate any resulting contamination, may adversely affect our ability to sell, lease or operate our properties or to borrow using them as collateral. In some cases, our liability may not be limited to the value of the property or its improvements. We cannot assure you that these matters, or any similar matters that may arise in the future, will not have a material adverse effect on us.

(10) Compliance with governmental regulations could increase our operating costs.

Our operations are subject to regulation by several U.S. federal and state government agencies, including the Occupational Safety and Health Administration and by both federal and state laws, including those governing overtime and minimum wages. We are not currently aware of any action currently contemplated by any regulatory authority related to any possible non-compliance by or in connection with our operations. We believe that our operations comply in all material respects with all applicable regulatory requirements. Nevertheless, noncompliance with applicable regulations, implementation of new regulations or modifications to existing regulations may increase costs of compliance, require a termination of certain activities or otherwise have a material adverse impact on our business and results of operations.

(11) As a holding company, our operations depend wholly on our subsidiary’s earnings.

We are a holding company and derive all of our operating income from our operating subsidiary. We do not have any significant assets other than the equity membership interest of our operating subsidiary and, therefore, we are dependent on our subsidiary’s earnings and cash flows to meet our obligations and pay dividends. Our subsidiary is a separate legal entity that is not legally obligated to make funds available to us. We cannot assure you that our subsidiary will be able to or be permitted to pay us the amounts necessary to meet our obligations or to pay dividends. The officers and directors of the Company also hold the same respective capacities in our subsidiary and make the decisions regarding allocation of funding to our Company.

(12) Our Chief Executive Officer, Wayne Middleton, is the beneficiary of the $800,000 promissory note we issued in connection with our acquisition of Thomas Investment Holdings, LLC and has a potential conflict of interest due to his enforcement rights under the terms of the note.



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 In connection with and as partial consideration for our acquisition of all issued and outstanding equity membership interests of Thomas Investment Holdings, LLC, we issued a promissory note to the seller (our Chief Executive Officer, Wayne Middleton) in the principal amount of $800,000. The Board of Directors unanimously approved the acquisition agreement, while Mr. Middleton abstained from voting on the transaction. The terms of the promissory note include interest only payments of $3,000 commencing January 2011 through maturity on November 10, 2014. There can be no assurance is that we will be able to generate sufficient revenues from business operations to make all payments due under the note on a timely basis, including the principal amount of $800,000 which is due on November 10, 2014. The Promissory Note is secured by all real estate owned by the Company.  We could lose all of our present assets in foreclosure in the event we are not able to repay the promissory note in accordance with its terms. In the event that we are unable to meet the debt obligation under the note on a timely basis, Mr. Middleton may be subject to a conflict of interest in determining whether to commence an enforcement/foreclosure action against the Company, which may not be in our best interest.

(13) Since our officers and directors currently own and will continue to own after the offering, the majority of our outstanding common stock, investors may find that the officer/director decisions are contrary to their interests and therefore, you should not purchase shares unless you are willing to entrust all aspects of management to our current officers and directors, or their successors.

Our officers and directors currently own and after the offering will own the majority of our issued and outstanding common stock. Our officers and directors as a group will continue to own 53,230,000 shares of our common stock after this offering is completed representing 59.5% of our outstanding shares, assuming all securities are sold. Although there is no agreement that our officers and directors shall vote as a shareholder group on any item of Company business, the officer/director group will have control of us even if the full offering is subscribed for and be able to choose all of our directors. Their interests may differ from the ones of other stockholders. Factors that could cause their interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and their ability to continue to manage the business given the amount of time they are able to devote to us.


All decisions regarding the management of our affairs will be made exclusively by the officer/director group. Purchasers of the offered shares may not participate in our management and, therefore, are dependent upon their management abilities. The only assurance that our shareholders, including purchasers of the offered shares, have that our officers and directors will not abuse their discretion in executing our business affairs, is their respective fiduciary obligations and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Our officers and directors also have the ability to accomplish or ratify actions at the shareholder level which would otherwise implicate their fiduciary duties if done as one of the members of our board of directors.


Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the officer and director group, or their successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business performance of our management.


(14) We have a substantial amount of mortgage notes payable regarding the rental properties from which we derive our rental income.


We are dependent upon the payment of rents by the tenants of our rental properties to generate revenue for our Company. There can be no assurance we have adequately assessed the creditworthiness of each of our tenants, or that there will not be a rapid or unanticipated deterioration in their creditworthiness, which may have an adverse impact on our financial condition and results of operations. Nor is there certainty that our tenants will perform or adhere to existing or future contractual arrangements. In the event our tenants do not make their rental payments timely we, in turn, may not be able to make our mortgage payments and thus, may be subjected to foreclosure proceedings and ultimately lose our rental properties.



Risks Related To This Offering

(15)  There is no public market for our shares, and we do not know if one will develop due to the limited demand for stocks relating to the business in which we are engaged.



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Purchasers of these shares are at risk of no liquidity for their investment.  Prior to this offering, there has been no established trading market for our securities, and we do not know that a regular trading market for the securities will develop.    Due to the limited services we offer, we anticipate that demand for our shares will not be very high.  If a trading market does develop for the securities offered hereby, we do not know if it will be sustained.  We plan to apply to have our stock quoted on the over-the-counter (“OTC”) Electronic Bulletin Board.  Such application will be filed with the Financial Industry Regulatory Authority (“FINRA”).  We must obtain the services of a FINRA approved broker-dealer/market maker to file an application for our company and we do not know if such market maker will be to obtain a listing or if an established market for our common stock will be developed.

(16) Because it may be difficult to effect a change in control of Immobiliare Global Investments, Inc. without current management consent, management may be entrenched even though stockholders may believe other management may be better. .

Wayne Middleton, Chief Executive Officer, President and Director, currently holds 14,900,000 shares of our outstanding voting common  stock, of which 2,000,000 shares are being registered in this offering.  Additionally, current management (other than Mr. Middleton) holds an additional 45,905,000 shares of our common stock. Such concentration of ownership may have the effect of delaying, deferring or preventing a change in control of the Company and entrenching current management even though stockholders may believe other management may be better.  Current management has the ability to control the outcome on all matters requiring stockholder approval, including the election and removal of directors; any merger, consolidation or sale of all or substantially all of our assets; and the ability to control our management and affairs. Additionally, each of our directors holds 25,000 shares of our Class “C” Preferred Stock.  Each share of Class “C” Preferred stock has 5,000 votes in all matters put to a vote of our shareholders. This super voting preferred stock may have the effect of preventing any change in control of the Company.

(17) The possible sale of shares of common stock by our selling security holders may have a significant adverse effect on the market price of our common stock should a market develop.

The 11,295,000 shares of common stock owned by the selling security holders will be registered with the U.S. Securities Exchange Commission.  The security holders may sell some or all of their shares immediately after they are registered.  In the event that the security holders sell some or all of their shares, the price of our common stock could decrease significantly.

Our ability to raise additional capital through the sale of our stock in a private placement may be harmed by these competing re-sales of our common stock by the selling security holders.  Potential investors may not be interested in purchasing shares of our common stock if the selling security holders are selling their shares of common stock.  The selling of stock by the security holders could be interpreted by potential investors as a lack of confidence in us and our ability to develop a stable market for our stock.  The price of our common stock could fall if the selling security holders sell substantial amounts of our common stock.  These sales may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate because the selling security holders may offer to sell their shares of common stock to potential investors for less than we do.

(18) Our lack of business diversification could result in the devaluation of our stock if our revenues from our primary business decrease.

We expect our business to solely consist of the rental of our various properties and ultimately the rental of units in the self-storage industry.  We do not have any other lines of business or other sources of revenue if we are unable to compete effectively in the marketplace.  This lack of business diversification could cause you to lose all or some of your investment if we are unable to generate additional revenues since we do not expect to have any other lines of business or alternative revenue sources.

(19) There has been no independent valuation of the stock, which means that the stock may be worth less than the purchase price.

The per share purchase price has been determined by us without independent valuation of the shares.  We established the offering price based on our recent sale of stock at par value, not based on perceived market value, book value, or other established criteria.  We did not obtain an independent appraisal opinion on the valuation of the shares.  The shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price.

(20) Investors may never receive cash distributions which could result in an investor receiving little or no return on his or her investment.

Distributions are payable at the sole discretion of our board of directors.  We do not know the amount of cash that we will generate, if any, once we have more productive operations.  Cash distributions are not assured, and we may never be in a position to make distributions.

(21) The penny stock rules could restrict the ability of broker-dealers to sell our shares, having a negative effect on our offering.

The SEC has adopted penny stock regulations which apply to securities traded over-the-counter.  These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net



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tangible assets of less than $5,000,000 as indicated in audited financial statements, if the corporation has been in continuous operations for less than three years.  Subject to certain limited exceptions, the rules for any transaction involving a penny stock require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments in the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Monthly account statements must be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating that the estimated market value cannot be determined because of the unavailability of firm quotes.  In addition, the rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000).  These practices require that, prior to the purchase, the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser’s written consent to the transaction.  If a market for our common stock does develop and our shares trade below $5.00 per share, it will be a penny stock.  Consequently, the penny stock rules will likely restrict the ability of broker-dealers to sell our shares and will likely affect the ability of purchasers in the offering to sell our shares in the secondary market.  Trading in our common stock will be subject to the “penny stock” rules.  Due to the thinly traded market of these shares investors are at a much higher risk to lose all or part of their investment.  Not only are these shares thinly traded but they are subject to higher fluctuations in price due to the instability of earnings of these smaller companies.  As a result of the lack of a highly traded market in our shares investors are at risk of a lack of brokers who may be willing to trade in these shares.


(22) Investors in this offering will bear a substantial risk of loss due to immediate and substantial dilution.


There are a total of 64,525,000 shares of our common stock issued and outstanding as of July 29, 2011, including 11,295,000 shares of common stock are being offered by forty-three (43) selling shareholders.  Upon the sale of the common stock offered hereby, our current stockholders and the investors in this offering will experience an immediate and substantial “dilution.”  Therefore, the investors in this offering will bear a substantial portion of the risk of loss. Also, our management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our current shareholders. Additionally, large share issuances would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.


(23) Investor funds in this offering will not be held in escrow and will be available for immediate use by the officers and directors of the Company when received.

Investor proceeds will not be held in escrow and are available for immediate use by our officers and directors. Furthermore, there is no minimum investment offering condition and funds are available for immediate use by our Company. There can be no assurances that we will raise investment proceeds in an amount sufficient to completely implement our business plan. Accordingly, proceeds from the offering may be utilized by our Company without achievement of the construction goal set forth herein.


(24) Investor subscriptions are irrevocable, meaning that investor proceeds are non-refundable.

The investment funds that prospective shareholders of the Company send to us are nonrefundable and are available for use by our officers and directors to conduct the business of the Company when such funds are received. There can be no assurances that we will raise investment proceeds in an amount sufficient to completely implement our business plan. Accordingly, proceeds from the offering may be utilized by our Company without achievement of the construction goal set forth herein.


(25) This registration statement and prospectus relate to both a primary offering to raise money from public investors and a secondary offering regarding the potential sale of shares by certain of our selling shareholders.


Pursuant to this registration statement and prospectus, certain of our selling shareholders may sell the shares identified herein. In the event that such selling shareholders are able to sell their shares, such sales could have the effect of limiting the number of shares we are able to sell our primary offering. Under such circumstances, the funds available from investors in our primary offering may be significantly reduced which could adversely affect our ability to implement our business plan.


(26) There can be no assurances that we will be successful in our efforts to raise the capital for our Company in this offering necessary to implement our business plan.


 If the full proceeds of the offering are not achieved, some portion of the storage building will be built with borrowed funds .



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If we are only able to sell less than 25% of the securities we are offering, substantially all of the funds raised by this offering will be spent on assuring that we meet our corporate and disclosure obligations so that we remain in good standing with the State of Florida and maintain our status as a reporting issuer with the SEC.



A NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements.  Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Immobiliare Global Investments, Inc. described in “Risk Factors” and elsewhere in this prospectus.  For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

(a)

an abrupt economic change resulting in an unexpected downturn in demand for our products;

(b)

governmental restrictions or excessive taxes on our products;

(c)

economic resources to support the development of our projects;

(d)

expansion plans, access to potential clients, and advances in technology; and

(e)

lack of working capital that could hinder acquisitions for development of our projects.

Item 4. Use of Proceeds.

We will not receive any proceeds from the sale of the common stock offered through this Prospectus by the selling shareholders.

Selling all of the shares in the offering will result in $6,852,500 gross proceeds to Immobiliare Global Investments, Inc.  We expect to disburse the proceeds from this offering in the priority set forth below within the first 12 months after successful completion of this offering. However, our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.50. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by us.


Application of Proceeds

$

$

$

$

% of Total If

Percentage of Offering Sold

25%

50%

75%

100%

100% Sold 

 

 

 

 

 

 

Total Offering Proceeds

1,713,125

3,426,250

5,139,375

6,852,500

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

Offering Expenses

 

 

 

 

 

Legal & Professional Fees

50,000

50,000

50,000

50,000

0.7%

Accounting Fees

1,875

3,750

5,625

7,500

0.1%

Edgar Fees

250

500

750

1,000

0.0%

 

 

 

 

 

 

Total Offering Expenses

52,125

54,250

56,375

58,500

0.9%

 

 

 

 

 

 

 

 

 

 

 

 

Net Proceeds from Offering

1,661,000

3,372,000

5,083,000

6,794,000

99.1%

 

 

 

 

 

 

 

 

 

 

 

 

Use of Net Proceeds

 

 

 

 

 

Accounting Fees

6,250

12,500

18,750

25,000

0.4%

Legal and Professional Fees

6,250

12,500

18,750

25,000

0.4%

Storage Facility Construction  3

750,000

2,200,000

3,512,342

3,512,342

51.3%

Permits, Fees, Architecture, Engineering 3

350,000

350,000

350,000

350,000

5.1%

Pay off mortgages

440,000

440,000

440,000

440,000

6.4%

Office Supplies

1,250

2,500

3,750

5,000

0.1%

Salaries  1

37,500

75,000

112,500

150,000

2.2%

Sales and Marketing

2,500

5,000

7,500

10,000

0.1%

Working Capital  2

67,250

274,500

619,408

2,276,658

33.2%

Total Use of Net Proceeds

1,661,000

3,372,000

5,083,000

6,794,000

99.1%

 

 

 

 

 

 

 

 

 

 

 

 

Total Use of Proceeds

1,713,125

3,426,250

5,139,375

6,852,500

100.0%


Notes:


1 The category of Salaries/Contractors is allocated for the purpose of paying potential part-time employees or contracted employees.  None of the proceeds allocated in this category are intended to pay the CEO or the directors of the Company.  We intend to commence paying salaries to our officers and directors once the Company experiences positive cash flow and such salaries will not negatively affect such positive cash flow.

2 The category of General Working Capital may include, but is not limited to, postage, telephone services, overnight delivery services and other general operating expenses.

3  If the full proceeds of the offering are not achieved, some portion of the storage building will be built with borrowed funds .


If we are only able to sell less than 25% of the securities we are offering, substantially all of the funds raised by this offering will be spent on assuring that we meet our corporate and disclosure obligations so that we remain in good standing with the State of Florida and maintain our status as a reporting issuer with the SEC.



Item 5. Determination of Offering Price.

The price of the shares we are offering was arbitrarily determined by us.  The offering price bears no relationship whatsoever to our assets or earnings.  Among factors considered were:

(a)

Our recent sales of securities under Section 4(2) of the Securities Act of 1933, as amended, at $0.25,

(b)

Our relative cash requirements, and

(c)

Our management expertise.



Item 6. Dilution


11,295,000 shares of common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, it will not cause dilution of the current shareholders’ interests.


Dilution calculations are based upon net book value of the Company taken from the unaudited financial statements of the Company as of September 30, 2011.


“Dilution” represents the difference between the offering price of the shares of common stock and the net tangible book value per share of common stock immediately after completion of the offering. “Net Tangible Book Value” is the amount that results from subtracting total liabilities from total tangible assets. In this offering, the level of dilution is increased as a result of the relatively low book value of our issued and outstanding stock. This is due in part because of the common stock issued to our officers and directors totaling 60,000,000 shares at $0.002 per share versus the current offering price of $0.50 per share. The Company’s net tangible book value on September 30, 2011 was $(798,534) or $(0.012) per share. Assuming all 13,705,000 are sold at the offering price of $0.50 per share, and the Company receives the maximum estimated net proceeds of this offering from shareholders, the Company will have



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an additional $6,794,000 in equity resulting in a net book value of $5,995,466 or $0.077 per share.  Therefore, any investor that purchases shares at the offering price will have an immediate and substantial dilution of approximately $0.423 per share and the present shareholders of the Company will receive an increase of $0.089 per share in the tangible book value of the shares they hold. This will result in an 85% dilution for purchasers of stock in this offering.


This table represents a comparison of the price paid by purchasers of the common stock in this offering and the net book value of the individuals who previously held shares in Immobiliare Global Investments, Inc.:




 

 

Maximum Offering

 

 

 

 

 

 

Book Value Per Share Before the Offering

 

$

(0.012)

 

 

 

 

 

 

Offering Price Per Share

 

$

0.5000

 

 

 

 

 

 

Book Value Per Share After the Offering

 

$

0.077

 

 

 

 

 

 

Net Increase in Net Book Value to Original Stockholders

 

$

0.089

 

 

 

 

 

 

Net Decrease in Net Book Value to New Shareholders

 

$

(0.423)

 

 

 

 

 

 

Dilution to New Shareholders (%)

 

 

85%

 

 

 

 

 

 


Item 7. Selling Security Holders.

This prospectus will be used for the offering of shares of our common stock owned by the selling security holders.  The selling security holders may offer for sale up to 11,265,000 of the shares of our common stock.  None of the selling shareholders are broker-dealers or affiliates of broker-dealers. The shares of common stock held by our directors were issued pursuant to Section 4(2) of the Securities Act of 1933 and the exempt transaction provisions of applicable state law.  All other shareholders except for Anthony J. Middleton, Jr., received their shares as gifts from our directors. Anthony J. Middleton, Jr. purchased his shares from the Company pursuant to a subscription agreement. All shareholders are sophisticated investors who were personally known by our Chief Executive Officer, Wayne Middleton or the other directors identified below. Selling security holders, Affiliates and Non-affiliates must sell their shares at $0.50 per share for the duration of the offering and until a market develops for our common stock.  We will not receive any proceeds from such sales.  The resale of the securities by the selling security holder is subject to the prospectus delivery and other requirements of the Securities Act.  All selling security holders have been advised to notify any purchaser of their shares that none of the proceeds from the sale of their stock will go to the Company.  All expenses of this offering are being paid for by us on behalf of selling security holders.  The following table sets forth information on our selling security shareholders.  Explanatory footnotes relating to the footnote references appearing in the headings of this table are set forth below.


Name of security holder

Shares beneficially owned as of the date of prospectus(1)


 (1)






 prospectus (1) (3)

Percent owned as of the date of this prospectus

Maximum number of shares to be sold pursuant to this prospectus

Percent owned after offering is complete(2)

Position, office or other material relationship to the company within last three years

A. Wayne Middleton

15,800,000

24.57%

2,000,000

21.27%

CEO, President, Director

Eliza Middleton

300,000

0.49%

300,000

0.0%

Daughter of President

Thomas I. Middleton

300,000

0.49%

300,000

0.0%

Son of President

Michael W. Middleton

300,000

0.49%

300,000

0.0%

Son of President

Anthony W. Middleton Jr

200,000

0.33%

200,000

0.0%

Father of President

Jane Middleton

50,000

0.08%

50,000

0.0%

Sister of President

Michelle Lowe

50,000

0.08%

50,000

0.0%

Sister of President

Kathryn Robbins

50,000

0.08%

50,000

0.0%

Sister of President

Suzanne Bettinger

50,000

0.08%

50,000

0.0%

Sister of President

Patricia Quiroz

100,000

0.16%

100,000

0.0%

Friend of President

Dave Skutt

15,560,000

25.66%

2,000,000

22.36%

Director

Jennifer L. Skutt

175,000

0.12%

75,000

0.0%

Daughter of Director, Skutt

Shayna L. Skutt

50,000

0.08%

50,000

0.0%

Grand Daughter of Dir., Skutt

Gavin D. Skutt

50,000

0.08%

50,000

0.0%

Grandson of Director, Skutt

Beverly J. White

75,000

0.12%

75,000

0.0%

Mother of Director, Skutt

Gary E. Bass

50,000

0.08%

50,000

0.0%

Brother in Law of Dir., Skutt

Douglas E. Bass

50,000

0.08%

50,000

0.0%

Father in Law of Dir., Skutt

Dale C. Wiegle

50,000

0.08%

50,000

0.0%

Friend of Director, Skutt

Michael Dominguez

40,000

0.066%

40,000

0.0%

Friend of Director, Skutt

Charles Irizarry

15,075,000

24.03%

2,000,000

20.74%

Vice President, Director

Alex Rojas

50,000

0.08%

50,000

0.0%

Friend of Director, Irizarry

Walter Quindes

15,000

0.025%

15,000

0.0%

Friend of Director, Irizarry

Fernando Fernandez

10,000

0.016%

10,000

0.0%

Friend of Director, Irizarry

Lissette Irizarry

50,000

0.08%

50,000

0.0%

Sister of Director Irizarry

Lior Segal

50,000

0.08%

50,000

0.0%

Friend of Directors

Elyse Ellis

10,000

0.016%

10,000

0.0%

Friend of Director, Irizarry

Michele Ellis

10,000

0.016%

10,000

0.0%

Friend of Director, Irizarry

Alan Ellis

10,000

0.016%

10,000

0.0%

Friend of Director, Irizarry

Sofia Lauren Rosas

10,000

0.016%

10,000

0.0%

Friend of Director, Irizarry

Evita Ellis

15,000

0.025%

15,000

0.0%

Friend of Director, Irizarry

Kris Ramstad

25,000

0.041%

25,000

0.0%

Friend of Director, Irizarry

Nicholas Irizarry

250,000

0.41%

250,000

0.0%

Son of Director, Irizarry

Isabella Irizarry

250,000

0.41%

250,000

0.0%

Daughter of Director, Irizarry

Irma Ciazzo

200,000

0.33%

200,000

0.0%

Friend of Director, Irizarry

Scott Jackson

100,000

0.16%

100,000

0.0%

Friend of Director, Irizarry

Carlos Irizarry Matos

250,000

0.41%

250,000

0.0%

Father of Director, Irizarry

Shahrokh Azarian

50,000

0.08%

50,000

0.0%

Friend of Director, Irizarry

Erica Gray

50,000

0.08%

50,000

0.0%

Friend of Director, Irizarry

Darin Nageli

20,000

0.033%

20,000

0.0%

Friend of Director, Irizarry

Henrik Zohrabians

15,980,000

26.33%

2,000,000

23.04%

Director

Karineh Zohrabians

10,000

0.016%

10,000

0.0%

Wife of Dir. Zohrabians

Arthur H. Zohrabians

10,000

0.016%

10,000

0.0%

Son of Dir. Zohrabians

Allen J. Zohrabians

10,000

0.016%

10,000

0.0%

Son of Dir. Zohrabians

(1)

The number of shares represented by this column also includes shares owned by any spouse or minor child of a selling shareholder residing in such shareholder’s residence.

(2)

The percentage held in the event all of the 11,295,000 shares in the Resale Offering are sold.

All of the shares offered by this prospectus may be offered for resale, from time to time, by the selling shareholders, pursuant to this prospectus, in one or more private or negotiated transactions, in open market transactions in the over-the-counter market, or otherwise, or by a combination of these methods, at the fixed price of $0.50 per share unless and until a market develops for our shares, such as quotation on the Over-the-Counter Bulletin Board.  In the event we ever become qualified to be listed on a national securities exchange it is our present intention to seek such listing.  The selling shareholders may effect these transactions by selling their future shares directly to one or more purchasers or to or through broker-dealers or agents. The compensation to a particular broker-dealer or agent may be in excess of customary commissions.  Each of the selling shareholders is an “underwriter” within the meaning of the Securities Act in connection with each sale of shares.  The selling shareholders will pay all commissions, transfer taxes and other expenses associated with their sales.  In the event the selling security holders sell all of their shares in the secondary offering they will own no shares in the company upon completion of the secondary offering.

Item 8. Plan of Distribution


The Self-Directed Portion of the Offering will be Sold by Our Officers and Directors


This portion of Item 8 relates to our self-underwritten offering. This Prospectus is part of a Prospectus that permits the officers and directors identified herein to sell the Shares directly to the public, with no commission or other remuneration payable to them for any Shares they sell. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. Our President, Chief Executive Officer and Director, Wayne Middleton, will be the principal sales person for the Company who will sell the shares and intends to offer them to friends, family members and acquaintances. Our other officer and directors identified herein may also be involved in sales to friends, family members and acquaintances. In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.  In their endeavors to sell this offering, our officers and directors do not intend to use any mass-advertising methods such as the Internet or print media.


Our officers and directors will not individually or collectively register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth the conditions under which a person associated with an Issuer, may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer.


a.

Our officers and directors identified herein are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39)of the Act, at the time of their participation; and


b.

Our officers and directors and will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and


c.

Our officers and directors are not, nor will they be at the time of their participation in the offering, associated persons of a broker-dealer; and


d.

Our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of our Company, other than in connection with transactions in securities; and (B) are not brokers or dealers, or been associated persons of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) (a) (4) (iii).




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Our officers, directors, control persons and affiliates of same do not intend to purchase any shares in this offering.

The offering shall terminate on the earlier of (i) the date when the sale of all 25,000,000 shares is completed or (ii) one hundred and eighty (180) days from the date of this prospectus. We will not extend the offering period beyond one hundred and eighty (180) days from the effective date of this prospectus.

There can be no assurance that all, or any, of the shares will be sold. As of the date of this Prospectus, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named in the prospectus.


In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of the date of this Prospectus, we have not identified the specific states where the offering will be sold. We will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.


The Resale Offering

Our common stock is not traded on any market or securities exchange and accordingly, there is no established market value for our common stock.  Our affiliated and non-affiliated selling security holders, or their pledges, donees, transferees, or any of their successors in interest selling shares received from the selling security holders as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling security holders), may sell their shares of common stock from time to time at the fixed price of $.50 per share, or their pledges, donees, transferees, or any of their successors in interest selling shares received from the selling security holders as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling security holders), may sell their shares of common stock from time to time at the fixed price of $.50 per share for the duration of this offering until a market develops for our shares and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.50 has been arbitrarily determined by the Company as the selling price and bears no relationship to book value for such shares. The selling security holders may use any one or more of the following methods when selling shares: (i) ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; (ii) block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (iii) purchases by a broker-dealer as principal and resale by the broker-dealer for its account; (iv) an exchange distribution in accordance with the rules of the applicable exchange; (v) privately negotiated transactions; (vi) effected short sales after the date the registration statement of which this Prospectus is a part is declared effective by the Securities and Exchange Commission; (vii) through the writing or settlement of options or other hedging transactions, whether through options exchange or otherwise; (viii) broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; and (ix) a combination of any such methods of sale.

The selling security holders, or their pledges, donees, transferees, or any of their successors in interest selling shares received from the selling security holders as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling security holders), may sell their shares of common stock from time to time at the fixed price of $.50 per share for the duration of this offering until a market develops for our shares, or their pledges, donees, transferees, or any of their successors in interest selling shares received from the selling security holders as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling security holders), may sell their shares of common stock from time to time at the fixed price of $.50 per share for the duration of this offering until a market develops for our shares.  In a post-effective amendment to this registration we will disclose pledges, donees and other transferees of the selling security holders, if any, as selling security holders.  The selling security holders may sell their shares of common stock by one or more of the following methods, without limitation:

(a)

On such public markets as the common stock may from time to time be trading;

(b)

In privately negotiated transactions;;

(c)

Through the writing of options on the common stock;;

(d)

 In short sales; or



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(e)

In any combination of these methods of distribution.

In the even any of our selling security holders agree to sell their shares to a broker-dealer as a principal and the broker-dealer acts as an underwriter, we will file a post-effective amendment to our registration statement disclosing the name of the broker-dealer, providing information on the plan of distribution, and reflecting any other necessary changes.  Any broker-dealer that will be involved must seek and obtain clearance of the underwriting compensation and arrangements from the FINRA Corporate Finance Department prior to the sale of any securities by the broker-dealer.

The selling security holders may also transfer their shares by gift.

We do not know of any arrangements by the selling security holders for the sale of any of their shares.  The selling security holders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the shares.  These brokers, dealers or underwriters may act as principals, or as an agent of the selling security holders.    Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above.

The selling security holders may also sell their shares in accordance with Rule 144 under the Securities Act when eligible, rather than pursuant to this prospectus, regardless of whether the shares are covered by this prospectus. From time to time, the selling security holders may pledge, hypothecate, or grant a security interest in some or all of the shares owned by them.  The pledges, secured parties, or persons to whom the shares have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling security holders.  The number of selling security holders’ shares offered under this prospectus will decrease as and when they take such action.  The plan of distribution for the selling security holders’ shares will otherwise remain unchanged.  In addition, a selling security holder may, from time to time, sell the shares short, and, in those instances, this prospectus may be delivered in connection with the short sales and the shares offered under this prospectus may be used to cover short sales.  The selling security holders and any broker-dealers participating in the distributions of the shares shall be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act.  Any profit on the sale of shares by the selling security holders and any commission or discounts given to any such broker-dealer may be deemed to be underwriting commissions or discounts.

There can be no assurance that the selling security holders will sell any or all of the offered shares.

Under the Securities Exchange Act of 1934 and the regulations thereunder, any person engaged in a distribution of the shares of our common stock offered by this prospectus may not simultaneously engage in market making activities with respect to our common stock during the applicable “cooling off” periods prior to the commencement of such distribution.  Also, the selling security holders are subject to application provisions that limit the timing of purchasers and sale of our common stock by the selling security holders.

We have informed the selling security holders that, during such time as they may be engaged in a distribution of any of the shares we are registering with the U.S. Securities and Exchange Commission, they are required to comply with Regulation M.  In general, Regulation M precludes the selling security holders, any affiliated purchasers, and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete.  Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods.  Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security, except as specifically permitted by Rule 104 of Regulation M.  These stabilizing transactions may cause the price of our common stock to be more than it would otherwise be in the absence of these transactions.  We have informed the selling security holders that stabilizing transactions permitted by Regulation M allow bids to purchase our common stock if the stabilizing bids do not exceed a specified maximum.  Regulation M specifically prohibits stabilizing that is the result of fraudulent, manipulative, or deceptive practices.  The selling security holders and distribution participants are required to consult with their own legal counsel to ensure compliance with Regulation M.


Item 9. Description of Securities to be Registered

General

Our amended articles of incorporation provide for 500,000,000 shares of authorized capital stock.  We are authorized to issue up to 400,000,000 shares of common stock, $.001 par value per share, of which 64,525,000 shares are issued and outstanding. We are authorized to issue up to 100,000,000 shares of preferred stock, $.0001 par value per share, of which 100,000 shares are issued and outstanding.

Common Stock



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Subject to the rights of holders of preferred stock, if any, holders of shares of our common stock are entitled to share equally on a per share basis in such dividends as may be declared by our Board of Directors out of funds legally available therefore.  There are presently no plans to pay dividends with respect to the shares of our common stock.  Upon our liquidation, dissolution or winding up, after payment of creditors and the holders of any of our senior securities, including preferred stock, if any, our assets will be divided pro rata on a per share basis among the holders of the shares of our common stock.  The common stock is not subject to any liability for further assessments.  There are no conversion or redemption privileges or any sinking fund provisions with respect to the common stock and the common stock is not subject to call.  The holders of common stock do not have any pre-emptive or other subscription rights.

Holders of shares of common stock are entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors.  The common stock does not have cumulative voting rights.

All of the issued and outstanding shares of common stock are fully paid, validly issued and non-assessable as determined by our legal counsel, Clifford J. Hunt, Esquire, whose opinion appears elsewhere as an exhibit to this prospectus.

Preferred Stock

We have the authority to issue 100,000,000 shares of par value $0.0001preferred stock (the “Preferred Stock). There are a total of 100,000 shares of Preferred "C" Shares issued and outstanding. Each Preferred “C” Share is entitled to cast five thousand (5,000) votes. These shares were issued in proportional amounts to the original founding stockholders. No financial consideration was received. The class “C” preferred stock has no equity conversion rights. The shares contain a restriction on transferability which prohibits the transfer of the shares without prior written approval of the Board of Directors of the Company.

Debt Securities

We currently have no provisions to issue debt securities.

Warrants

We currently have no provisions to issue warrants.

Dividend

We have paid no cash dividends on our common stock since our incorporation on July 1, 2010.  We anticipate that any earnings, in the foreseeable future, will be retained for development and expansion of our business and we do not anticipate paying any cash dividends in the near future.  Our Board of Directors has sole discretion to pay cash dividends with respect to our common stock based on our financial condition, results of operations, capital requirements, contractual obligations, and other relevant factors.

Shares Eligible for Future Resale

Upon the effectiveness of the registration statement we will have 11,295,000 outstanding common shares registered for resale by the selling shareholders in accordance with the Securities Act of 1933. We also will have 13,705,000 common shares registered for sale to the public in our self-directed offering.

Prior to this registration, no public trading market has existed for shares of our common stock.  The sale or availability for sale, of substantial amounts of common stock in the public trading market could adversely affect the market prices for our common stock.

Item 10. Interest of Named Experts and Counsel


On April 5, 2011, the Company retained Randall N. Drake, CPA, P.A. as its independent certified public accountant.  Randall N. Drake, CPA, P.A. has provided audited financials for Immobiliare Global Investment, Inc. for December 31, 2009 and December 31, 2010. The date of the report for these audited financials is May 3, 2011. Randall N. Drake, CPA, P.A., whose report is contained herein, was paid in cash for services rendered.  Randall N. Drake, CPA, P.A. also has provided an interim review report regarding the interim financial statements contained herein. Therefore, they have no direct or indirect interest in us.  Randall N. Drake, CPA, P.A.’s report was given based on their authority as experts in accounting and auditing.


The Law Office of Clifford J. Hunt, P.A./Clifford J. Hunt, Esquire is counsel for our Company who has given an opinion on the validity of the securities being registered, which opinion appears elsewhere in this registration statement.  Mr. Hunt has no direct or indirect interest in us.

Item 11. Information with Respect to the Registrant

Description of Business

Our Company is involved in real estate investment through our wholly owned subsidiary, Thomas Investment Holdings, LLC, a Utah limited liability company (“Thomas”). Thomas presently owns several parcels of residential real estate in Salt Lake City, Utah from which it receives rental income. We propose to develop a state of the art self-storage facility totaling 53,400 square feet along with 900 units, located in Salt Lake City, Utah. We presently own the land upon which we intend to construct the self-storage facility.



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THE SELF-STORAGE CONCEPT


The self-storage industry had its beginnings in Texas in the late 1960’s and since then it has become a viable, worldwide business.  Simply stated, the concept of self-storage provides an attractive solution to the growing need for temporary additional space for the residential market and for both small and large businesses.


In the past, self-storage was most often thought of as an option for industrial businesses only.  Today, self-storage is actually utilized more for retail or residential use, and is more accurately considered as a retail business.  Additional income is generated at self-storage facilities by offering climate-controlled units, tenants insurance, P.O. Boxes, locks and shipping boxes and packing supplies.


As with most commercial real estate, selecting the right location for a self-storage facility is very important.  Choosing a self-storage site on a major arterial is beneficial to both residents and businesses in the immediate neighborhood.  High visibility to drive-by traffic also contributes significantly to the success of a self-storage facility.


There are approximately 48,000 self-storage facilities in the United States; however, this number can be misleading.  If all the facilities having less than 35,000 rentable square feet are excluded, the number of self-storage sites drops to about 27,500.  Of these, only 17% are owned by the fifteen top operators in the nation.



ADVANTAGES OF SELF-STORAGE


·

Unlike office, retail, or multi-family real estate properties, a significant transaction for self-storage facility in a typical market usually does not exceed $6 to $7 million, with land cost a typical facility is averaging approximately $4.5 million.  Operating expenses in self-storage are easily managed.  Real estate taxes usually comprise 15 to 20 per cent of the total expenses.  Payroll, the largest single expense item, averages between 25 and 30 percent of the total expenses.  The remaining expenses are spread over management fees, utilities, advertising, insurance premiums, costs for repairs and maintenance and miscellaneous office expense.  


·

Self-storage is counter-cyclical.  In times of slow economic growth, both business and residential tenants tend to downsize, but self-storage business tends to remain constant because tenants will use their self-storage units to store inventories, furniture and personal goods. However, we can provide no assurances and there are no guarantees that self storage rental rates will always remain constant or increase. During periods of strong economic growth, tenants will characteristically increase inventories, move into or build larger homes and offices and utilize their self-storage space during this transition.  Tenants will often rent on a permanent basis an extra unit for storage of inventory items or household goods such as holiday decorations and other seasonal, bulky possessions.


Our History

We were incorporated in Florida on July 1, 2010, as Immobiliare Investors, Inc. On November 1, 2010 we amended our articles of incorporation and changed our name to Immobiliare Global Investments, Inc. Our principal executive offices are located at 13575 58th Street North, Suite 140, Clearwater, Florida 33760. Our telephone number is (602) 885-9792.

Thomas Investment Holdings, LLC was organized as a limited liability company in Utah on September 23, 2003.  The company acquired real property in Salt Lake City Utah and manages the properties as rentals.  

On November 10, 2010, we entered into a Purchase and Sale Agreement with our Chief Executive Officer, A. Wayne Middleton, whereby we purchased all of the issued and outstanding membership units in Thomas Investment Holdings, LLC, for $812,500. As partial consideration for our acquisition of all issued and outstanding equity membership interests of Thomas Investment Holdings, LLC, we issued a promissory note to the seller (our Chief Executive Officer, Wayne Middleton and his brother, as his designee) in the principal amounts of $800,000. The Board of Directors unanimously approved the acquisition agreement, while Mr. Middleton abstained from voting on the transaction. The terms of the promissory note include interest only payments of $3,000 commencing January 2011 through maturity on November 10, 2014. There can be no assurance is that we will be able to generate sufficient revenues from business operations to make all payments due under the note on a timely basis, including the principal amounts of $800,000 which are due on November 10, 2014. The Promissory Note is secured by all real estate owned by the Company and the membership interest of Thomas. As additional consideration for the acquisition we agreed to issue 125,000 shares of our common



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stock at $0.10 per share to Wayne Middleton.  Mr. Middleton directed that 25,000 shares of the common stock be issued to his designee, William Middleton.  At the time of the transaction, Wayne Middleton was the sole member of Thomas Investment Holdings, LLC.

The acquisition of Thomas Investment Holdings, LLC was a reverse merger recorded as a recapitalization where the business activity of Thomas Investment Holdings, LLC is the survivor.  The financial information for year-end 2010 contained herein reflects the business activity of Thomas Investment Holdings, LLC with our Company’s capital structure. The financial information for year-end 2009 reflects the business activity of Thomas Investment Holdings, LLC exclusively.

Mr. Middleton was one of the four original officers and directors of the Company.  There were no other significant operations of the company before July 2010.  Since inception of the Company, but prior to the merger with Thomas Investment Holdings LLC, the officers of the Company were negotiating with a few potential deals that were eventually deemed less favorable than the Thomas Investment acquisition. Mr. Middleton has broad authority to make operational and business decisions for the Company on a daily basis.  However, the Board of Directors has the authority to over-rule any decisions of the CEO by a majority vote.  Any significant decisions that would materially affect the Company will be voted on by a majority vote of the Board of Directors.


The steps to be taken for this storage facility construction project from beginning to end are set forth below. We are hopeful that the source of all funding for the project will be from the offering proceeds. However, we can provide no assurances that the offering will be fully subscribed or that we will raise any capital whatsoever in the offering.  Any capital shortfalls from our projected use of proceeds section will require us to search for external financing that could take various forms, including debt financing.  We can provide no assurances that any such external financing will be available on terms favorable to the Company or at all.


1.

Finish registration with the SEC and complete paperwork for soliciting a Form 211 filing with a broker-dealer. We anticipate that the remaining attorneys’ fees and accounting fees for the comment period will be approximately $58,500.  We already have the funding for this step of the project.


2.

Once the registration is declared effective, we will seek financing for this project.  Based on the response of the market to this offering we may or may not have sufficient funds to fully fund construction.    If funds are not committed in sufficient amounts through the sale of stock, the structure as envisioned will not be able to be constructed without additional financing.  The exact nature, source(s), and timing of financing is very speculative to predict, but could include such financing structures as debt, convertible debt, additional equity issues, or any combination thereof from one or more sources.   There is no guarantee that we can obtain additional financing to finish construction if we do not obtain sufficient funds in this offering.  We are hopeful that the offering will be fully subscribed so that we can utilize the offering proceeds as set forth in the “use of proceeds” section of the registration statement.  Even if sufficient funding is received through the offering, we may seek additional financing as an operating capital line or to expand our business model to other urban area.  


3.

Our next step will be to apply for a conditional use construction permit with the city.  As this is an allowed use for the property under current zoning rules, we do not anticipate any material delays with this, but it would probably take a few weeks. The cost of this permit should be no more than a few hundred dollars. As part of the permitting process, the city will verify that the project conforms to all structural and zoning codes with the city and make any changes to the architectural plans as needed. We cannot estimate how much cost will be involved in any recommended architectural plan changes though it is part of a $350,000 line item in our Use of Proceeds table.


4.

Once financing is obtained and a construction permit is issued by the city, the tenants in our current properties will be given a 30 day notice to vacate their units.  All residential units are owned by Thomas Investments and all leases are on a month-to-month basis, which can be cancelled at any time for any reason.


5.

All structures on the building site will undergo demolition. We are considering demolition as part of our engineering budget which is part of a $350,000 line item in our Use of Proceeds table.


6.

All debris will be removed from the site. We are considering debris removal as part of our engineering budget which is part of a $350,000 line item in our Use of Proceeds table.


7.

A commercial construction company will build the building according to specification and will be assisted by the chosen architectural and engineering firms. We have a budget for the cost of construction at $3,512,342 in our Use of Proceeds table.




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8.

The storage units will be marketed and leased with a goal to reach full capacity. We have a budget of $10,000 for sales and marketing and a working capital budget of $2,276,658.


9.

With the current cash flow and additional external financing, the Company will seek to purchase other storage facilities in urban areas of this or other medium or large U.S. cities.


How long can we satisfy our cash requirements and will we need to raise additional funds in the next 12 months?

Depending on the results of our self-directed offering, our Plan of Operation for the next twelve months is to obtain financing to construct our self-storage facility and to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.

In the event we raise additional capital, we will be able to implement our expansion in accordance with our business plan.  We anticipate that we will use the funds raised to fund marketing activities and working capital.  If we are unable to expand our operations within the next twelve months, we will likely see a decrease in the ability of increasing our revenues.  We cannot guarantee that additional funding will be available on favorable terms, if at all.  If adequate funds are not available, then we may not be able to expand our operations.  If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses.  However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds.  We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes.  If we are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made, if ever.  None of our officers or directors is obligated to pay for our expenses.  Moreover, none of our officers has specifically agreed to pay our expenses should we need such assistance.

The implementation of our business strategy is estimated to take approximately 12-18 months. This 12-18 month timeframe also is our estimated timetable from completion of our offering to the point in time that we begin generating revenues from our self-storage business. Once we are able to secure funding, implementation will begin immediately.  The major parts of the strategy to be immediately implemented will be the sales and marketing, office equipment and human resource procurement.

Summary of product research and development

We are not currently nor do we anticipate in the future to be conducting any research and development activities, other than the research to locate prime real estate areas.


Marketing Plan


Our marketing initiatives will include:

(a)

utilizing direct response print advertisements placed primarily in small business, entrepreneurial, and special interest magazines;

(b)

links to industry focused websites;

(c)

affiliated marketing and direct mail

(d)

presence at industry trade shows; and

(e)

promoting our services and attracting businesses through our proposed website

(f)

continue to nurture the relationships we have with our core customers that we have done business with

(g)

seek additional customers coming into the marketplace and create relationships with them


Industry Overview

The storage industry in the U.S. includes two primary sectors: fixed-site self-storage and portable storage. Fixed-site self-storage is used primarily by individuals for the temporary storage of household items at a permanent facility. Portable storage is used primarily by businesses for secure, temporary storage at the customer’s location. The portable storage industry serves a broad range of industries, including construction, services, retail, manufacturing, transportation, utilities and government.

Fixed storage offers customers a secure, cost-effective and convenient alternative to constructing permanent warehouse space by providing additional space for higher levels of inventory, equipment or other goods on an as-needed basis. The fixed storage industry is highly fragmented and remains mostly local in nature.



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The population density in the target area determines the competition reviewed in respect to the proposed facility.  The greater the density surrounding the proposed facility, the more likely competitors with similar product will impact the subject facility.


The success of a self-storage facility is based on the following factors: location (demographics and traffic count), visibility, management, security, and accessibility, curb appeal, appearance and building structure.  A lacking in one area can be offset by strength in other areas.  However, if there are weaknesses in a number of the factors or if the facility does not compare well with the competition, the project will be forced to use price as the main competing factor, thus potentially reducing the success of the facility.  Having the highest count in one area does not always produce the optimum result, such as a traffic count at highway usage levels, of over 60,000 cars per day past the main entrance of a facility, particularly at high speeds, can actually discourage business.  Most successful self-storage facilities are in areas either growing or stable economically and demographically.


Also taken into consideration to determine the major competitors are any market barriers such as freeways, lakes, rivers, large open areas (airports, large recreation areas, landfills, etc.), railways and any other hindrance that make the facility hard to reach or separates one facility from another by segregating their market area.


Our Business Strategy

Our growth strategy consists of the following:

Obtain Permitting, Financing and Construct Our Self-Storage Facility.  Initially, we intend to obtain all necessary permits to facilitate construction of our self-storage facility. Thereafter, depending upon the results of this self-directed offering, we may find it necessary to obtain commercial financing to pay for the cost of construction of our self-storage facility.  As stated in our Use of Proceeds estimate, we project the cost of construction and permitting to be approximately $3,862,342.  Assuming that we are not able to raise any proceeds from this offering, we may be required to seek financing in such amount.  We have not yet taken any steps to seek any additional financing.

Establish Existing Market and Increase Market Share. Our goal is to establish a significant market share in the self-storage market in Salt Lake City, Utah and thereafter continue to develop market share by raising market awareness of the availability and benefits of self-storage and making complementary in-market acquisitions.

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Increasing Market Awareness. Our marketing efforts will be designed to raise awareness of the availability and benefits of self-storage and thus expand product use by existing customers and attract new customers. Our management team intends to place increasing emphasis on our marketing efforts by creating a customer-focused culture and adjusting our organization to reward growth. Our marketing programs will include yellow pages advertising, as well as telemarketing, targeted mailings and trade shows.

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Engage in “In-Market” Acquisitions. We also plan to selectively pursue acquisitions of companies in our existing market. These “in-market” acquisitions are attractive because they immediately increase our customer base, add existing revenue-generating relationships, can be fully integrated quickly (in approximately one to three weeks). Presently we have not targeted any specific acquisition candidates or consummated any acquisitions.  We have no current plans regarding specific acquisitions and there can be no assurances that any acquisitions will occur in the future.

Description of Property


Our wholly owned subsidiary, Thomas Investment Holdings, LLC, owns several parcels of residential real property from which it receives rental income as well as property for development.  

Descriptions of the properties are as follows:

1414 S. 900 West, Salt Lake City, UT – Rented House;

476 S. Concord, Salt Lake City, UT – Rented House;

345 N. 1200 West, Salt Lake City, UT – Rented House; and

1111 W. 900 South, Salt Lake City, UT – Rented House;

Property to be developed – 1376 – 1382 Major Street, Salt Lake City, UT – both have houses – rented – but zoned commercial – where the storage facility will be built.



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1364 S. Major Street, Salt Lake City, UT - 12 mobile home park – also zoned commercial and where the storage facility will be built.


All S. Major Street properties are contiguous and represent approximately 0.85 acre for the proposed storage facility. The leases from all properties are leased on a month-to-month basis.  All structures on the properties to be constructed are owned by the Company and can be demolished at will by the Company as soon as such properties are vacated and financing for construction is in place.  The properties where the storage units are to be built are already zoned for that type of use and are not anticipated to have any material hindrances to obtain a construction permit expeditiously.


Five (5) of the six (6) above properties are mortgaged.  The total outstanding balance on the mortgages as of September 30, 2011 was $875,011.  


Our business is presently operated at 13575 58th Street North, Suite 140, Clearwater, Florida 33760. Our telephone number is (602) 885-9792.

Legal Proceedings

We are not currently a party to any legal proceedings nor are any contemplated by us at this time.

Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters

Our common stock is not quoted or traded on any quotation medium at this time.  We intend to apply to have our common stock included for quotation on the Over-The-Counter Bulletin Board (“OTC Bulletin Board”).  There can be no assurance that an active trading market for our stock will develop.  If our stock is included for quotation on the OTC Bulletin Board, price quotations will reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Should a market develop for our shares, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations in building construction, new sales formats, or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in commercial real estate markets, changes in the market valuations of commercial real estate, announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control.  In addition, the stock market in general, and the market for commercial real estate development in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies.  These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance.  Consequently, future announcements concerning us or our competitors, litigation, or public concerns as to the commercial value of one or more of our products or services may cause the market price of our common stock to fluctuate substantially for reasons which may be unrelated to operating results.  These fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our common stock.

At the present time we have no outstanding options or warrants to purchase securities convertible into common stock.

There are 52,805,000 shares of common stock that could be sold by the selling shareholders  according to Rule 144 that we have not agreed to register for resale and which are held by our officers and directors, who are considered our affiliates.  One non-affiliate, whose shares will not be registered in the offering, holds 25,000 shares that could be sold according to Rule 144. A brief description of Rule 144 follows:

The common stock sold in this offering will be freely transferable without restrictions or further registration under the Securities Act, except for any shares purchased by an  ”affiliate.”  An “Affiliate” is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control of the issuer.  The definition of an “Affiliate” is critical to the operation of Rule 144, promulgated under the Securities Act.  Rule 144 provides for restrictions on the amount of securities that can be sold by an affiliate during a given period of time.  In general, pursuant to Rule 144, a shareholder who has satisfied a six month holding period may, under certain circumstances, sell within any three month period a number of securities which does not exceed the great of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale.  Further, Rule 144 permits, under certain circumstances, the sale of securities, without any quantity limitation, by our shareholders who are not affiliates and who have satisfied a one-year holding period.

Cash dividends have not been paid during the last three (3) years.  In the near future, we intend to retain any earnings to finance the development and expansion of our business.  We do not anticipate paying any cash dividends on our common stock in the foreseeable future.  The declaration and payment of cash dividends by us are subject to the discretion of our board of directors.  Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual



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restrictions and other factors deemed relevant at the time by the board of directors.  We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.

We have forty-five (45) stockholders of record of our common stock as of December 9, 2011.

Impact of the “Penny Stock” Rules On Buying Or Selling Our Common Stock

The SEC has adopted penny stock regulations which apply to securities traded over-the-counter.  These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net tangible assets of less than $5,000,000 as indicated in audited financial statements, if the corporation has been in continuous operations for less than three years.  Subject to certain limited exceptions, the rules for any transaction involving a penny stock require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments in the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Monthly account statements must be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating that the estimated market value cannot be determined because of the unavailability of firm quotes.  In addition, the rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000).  These practices require that, prior to the purchase, the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser’s written consent to the transaction.  If a market for our common stock does develop and our shares trade below $5.00 per share, it will be a penny stock.  Consequently, the penny stock rules will likely restrict the ability of broker-dealers to sell our shares and will likely affect the ability of purchasers in the offering to sell our shares in the secondary market.

Trading in our common stock will be subject to the “penny stock” rules.

Reports to Security Holders

We will file reports and other information with the U.S. Securities and Exchange Commission (“SEC”).  You may read and copy any document that we file at the SEC’s public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-732-0330 for more information about its public reference facilities.  Our SEC filings will be available to you free of charge at the SEC’s web site at www.sec.gov.


We are not required by Florida law to provide annual reports.  At the request of a shareholder, we will send a copy of an annual report to include audited financial statements.  Once our registration statement becomes effective we will file annual, quarterly, and current reports as required by the Securities Exchange Act of 1934, as amended.


Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report.  The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus.


Our Business Overview


Our Company is involved in real estate investment through our wholly owned subsidiary, Thomas Investment Holdings, LLC, a Utah limited liability company. Thomas Investment presently owns several parcels of real estate in Salt Lake City, Utah and elsewhere from which it receives rental income. Thomas Investments owns all mobile homes which will be removed for the construction of storage units. We propose to develop a state of the art self-storage facility totaling 53,400 square feet along with 900 units, located in Salt Lake City, Utah.  



When we have raised enough funds to start construction of the storage facility, the Company will lose approximately $7,000 in rents per month from the demolished properties and will also be able to forego $3,501in interest and principal payments on the mortgages on the demolished properties as these mortgages will have to be paid off before demolition.


If the full proceeds of the offering are not achieved, some version of the storage building will be built with borrowed funds.




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If we are only able to sell less than 25% of the securities we are offering, substantially all of the funds raised by this offering will be spent on assuring that we meet our corporate and disclosure obligations so that we remain in good standing with the State of Florida and maintain our status as a reporting issuer with the SEC.



Results of Operations for the three months ended September 30, 2011 and 2010, (unaudited)


Revenues - Revenues consisting of rental income in the amount of $25,765 was received during the three months ended September 30, 2011 compared to $30,616 for the three months ended September 30, 2010 for a decrease of $4,851 or 16%.  The decrease is due to a change in occupancy in the current quarter.


Operating Expenses - The Company’s operating expenses for three months ended September 30, 2011 and 2010 were $ 16,544 and $12,312, respectively. Operating expenses increase as follows:


General and administrative expenses for 2011 were $9,001 compared to $4,803 for 2010.  The increase is primarily due to an increase in travel and legal expenses in the current year.


Depreciation and amortization expense were fairly steady for 2011 from 2010 at $7,543 and $7,509, respectively for each period due to the use of straight-line depreciation and amortization of loan costs.


Interest Expense - Interest expense for 2011 and 2010 was $25,332 and $15,451, respectively. The increase of $9,881 was primarily due to the interest on the new acquisition note in the amount of $800,000.


The net income (loss) for the three months ended September 30, 2011 and 2010 were $(16,111) and $1,753, respectively.  



Results of Operations for the nine months ended September 30, 2011 and 2010, (unaudited)


Revenues - Revenues consisting of rental income in the amount of $89,594 was received during the nine months ended September 30, 2011 compared to $79,072 for the nine months ended September 30, 2010 for an increase of $10,522 or 13%.  The increase is due to an increase in occupancy in the current year.


Operating Expenses  - The Company’s operating expenses for nine months ended September 30, 2011 and 2010 were $212,510 and $36,249, respectively. Operating expenses increased as follows:


General and administrative expenses for 2011 were $124,286 compared to $13,127 for 2010.  The increase is primarily due to the inclusion of directors’ fees at $84,000 in the 1st quarter and increased legal and travel expenses in the current year.  Our directors also received stock worth $40,000 during the 1st quarter.  Two of our directors are also officers, but they received fees and stock as directors.  No officer compensation was paid or accrued during the period.


Our directors will be expected to help open the market for our projected stock offering.  A fairly aggressive compensation package was established for their services.  When management determined that the effective date of the registration would be later in the year the package was deferred.  All of our directors accrued $7,000 per month for their services in the 1st quarter of 2011. This salary accrual has been stopped and will be restarted sometime after the registration statement becomes effective and paid after the Company is cash flow positive. The amount and timing of the director compensation will be determined when the initial response to this offering is known.


Depreciation and amortization expense were steady for 2011 from 2010 at $23,224 and $23,122, respectively, for each period due to the use of straight-line depreciation and amortization of loan costs.


Interest Expense - Interest expense for 2011 and 2010 was $72,743 and $42,263, respectively. The increase of $30,480 was primarily due to the interest on the new acquisition note in the amount of $800,000.


The net loss for the nine months ended September 30, 2011 was $(203,859) compared to net income of $360 for the nine months ended September 30, 2010.  The net loss was increased by $8,200 during the nine months ended September 30, 2011 by the reversal of prior year income tax benefits when an allowance for deferred tax assets was established.



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Results of Operations for the years ended December 31, 2010 and 2009


Revenues - Revenues consisting of rental income in the amount of $107,408 was received during the year ended December 31, 2010 compared to $90,566 for the year ended December 31, 2009 for an increase of $16,842 or 18.6% for 2010.  The increase is due to an increase in occupancy in 2010.


Operating Expenses  - The Company’s operating expenses for 2010 were $ 72,927 compared to $62,255 for 2010 and consisted of:


General and administrative expenses. General and administrative expenses for 2010 were $40,372 compared to $29,700 for 2009.  This result is due, primarily, to increases in travel ($10,858) and professional fees ($7,776) against reductions in cleaning and maintenance ($4,065) and property taxes ($3,915).


Depreciation and amortization expenses. Depreciation and amortization expense were unchanged for 2010 from 2009 at $32,555 for each year due to the use of straight-line depreciation and amortization of loan costs.


Interest Expense  - Interest expense for 2010 and 2009 was $56,494 and $ 53,570. The increase of $2,924 was due to refinancing certain properties owned by the Company in 2009.


The net income (loss) for the years ended December 31, 2010 and 2009 were $(13,913) and $(25,259), respectively.  The net loss for the year ended December 31, 2010 was decreased by the inclusion of $8,100 in tax benefits.  



Financial Condition


September 30, 2011 and December 31, 2010


Total assets - Total assets at September 30, 2011 and December 31, 2010 were $992,200 and $1,017,390, respectively. The decrease of $25,190 was due to the depreciation of the buildings and the removal of the deferred tax assets offset by a small increase in escrow funds.


Total liabilities - Total liabilities at September 30, 2011 and December 31, 2010 were $1,789,679 and $1,701,010, respectively. The increase of $88,669 was largely due to the addition of accrued director fees in the amount of $84,000.


December 31, 2010 and 2009


Total assets - Total assets at December 31, 2010 and 2009 were $1,017,390 and $916,706, respectively. The increase of $100,684 was mainly due to the addition of $125,000 in legal fees for a proposed public registration.


Total liabilities  - Total liabilities at December 31, 2010 and 2009 were $1,701,010 and $908,151, respectively. The increase of $792,859 was largely due to the addition of a note payable for $800,000 issued in connection with the reverse merger.



Liquidity and Capital Resources at September 30, 2011and 2010.


The Company generated cash flows from operations of $(42,835) and $23,682 during the nine months ended September 30, 2011 and 2010, respectively.  The Company used $955 and $- in investing activity and provided or used. $43,850 and $(23,682) in financing activity during the nine months ended September 30, 2011 and 2010 respectively.  Working capital at September 30 2011 was $13,403 compared to $116,631 at December 31, 2010. The decrease in working capital was due to the allowance established for the deferred tax assets, the accrual of directors’ fees off set by the proceeds from the sale of stock.


At September 30, 2011, the Company had $124 in cash.  At a burn rate of $15,000 the existing cash would be used within one (1) month.  Currently, rental income exceeds the burn rate.  The Company is expected to be able to fund continuing rental operations with cash flows from operations but will seek outside financing to build the proposed storage facility on the Company’s trailer park property. While some sources of financing have been investigated the Company has not yet applied for any loans or other financing for the proposed storage facility project.  



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In addition to the mortgage loans on the property, the Company has a small line of credit available.  At September 30, 2011, the credit limit was $6,000 and the Company had used $5,140, leaving $860 available.  The officers occasionally provide temporary funding. At September 30, 2011, officers had lent the Company $4,601, with no formal terms or interest rate assigned.  


We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing.  However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. In addition, our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.  See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”


Liquidity and Capital Resources at December 31, 2010 and December 31, 2009  


The Company generated cash flows from operations of $10,542 and $7,296 for the years ended December 31, 2010 and 2009, respectively.  The Company also used $- and $4,173 in investing activity during 2010 and 2009, respectively and used $(10,503) and $(11,469) in financing activity during 2010 and 2009, respectively.  Working capital at December 31, 2010 was $116,631 compared to a working capital deficit of $(11,713) at December 31, 2009. The increase in working capital was provided by a prepayment of $125,000 in legal fees for a proposed public registration made by the stockholders in return for their original issuance of common stock.


Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


On April 5, 2011, the Company retained Randall N. Drake, CPA, P.A. (“Drake”) as its independent certified public accountant. The engagement of Drake by the Company was approved by our Board of Directors. Randall N. Drake, CPA, P.A. has provided audited financials for Immobiliare Global Investment, Inc. for the years ended December 31, 2009 and December 31, 2010. The date of the report for these audited financials is May 3, 2011. Randall N. Drake, CPA, P.A., whose report is contained herein, was paid in cash for services rendered.  Therefore, they have no direct or indirect interest in us.  Randall N. Drake, CPA, P.A.’s report was given based on their authority as experts in accounting and auditing. Since the engagement of Randall N. Drake, CPA, P.A. and for the periods ended December 31, 2009 and December 31, 2010, we have not had any disagreement with them on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, in connection with their reports. Randall N. Drake, CPA, P.A.’s report on the financial statements for years ended 2009 and 2010 does not contain an adverse opinion or a disclaimer of opinion, and is not qualified or modified as to uncertainty, audit scope, or accounting principles.

The previous auditor for our wholly owned subsidiary, Thomas Investment Holdings, LLC (“Thomas”), was Wisan, Smith, Racker & Prescott, LLP ("Wisan"). In the months preceding the hiring of Drake by the Company, Wisan advised Company principals that it does not provide audits for public companies and therefore, it was resigning. We do not recall the precise date that this information was relayed to the Company. Wisan issued an unqualified audit opinion regarding Thomas on November 19, 2010. During the period that Wisan served as auditor for Thomas, its report on Thomas financial statements did not include any adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. In the period of time preceding Wisan’s resignation, there were no disagreements between it, Thomas or the Company regarding any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure and thus, there were no reportable events.”


Directors and Executive Officers

The names and ages of our directors and executive officers are set forth below.  Our By-Laws provide for not less than one and not more than seven directors.  All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

Directors (1) and Executive Officers



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Name

Age

Position

Wayne Middleton

39

Chief Executive Officer, President and Director  

Charles Irizarry

47

Vice President, Chairman of the Board of Directors

David Skutt

46

Director

Henrik Zohrabians

50

Director

Bradford P. Margetts

44

Chief Financial Officer

(1)

Each of our directors will serve until the next annual shareholder meeting.


Background of Executive Officers and Directors

Wayne Middleton

Our Chief Executive Officer, President and Director, Wayne Middleton, age 39, has extensive work experience in the real estate and property management industry. From 2004 through the present, he has been the managing director of Thomas Investment Holdings, LLC of Salt Lake City, Utah. As managing director our Company and other entities, Mr. Middleton has engaged in property management oversight for dozens of rental units and commercial properties. Mr. Middleton has a Bachelor of Arts from the University of Utah and a Masters of Business Administration from Brigham Young University.


Mr. Middleton is one of the founders of the Company and will serve as a Director and as its President and Chief Executive Officer. He was appointed to these positions on July 2, 2010.  We believe that Mr. Middleton’s experience in the real estate and property management industry as well as the managerial skills he developed during such tenure provides ample qualification for Mr. Middleton to serve as an officer and director for our Company.


Charles Irizarry


Charles Irizarry age 47 has been engaged in public markets, brokering, managing and directing companies since 2000. Currently Mr. Irizarry is the president of a private consulting firm that provides management support and consulting advice to junior public companies. From 2005 to 2008, Mr. Irizarry served as the President of a coal company known as Bogue International,which was engaged in the exploration of coal properties in Mexico and South America.  Mr. Irizarry currently serves as CEO/ President of a mining company known as Viking Minerals with interests in North America, and also serves as Chairman of Immobiliare Global Investments. Mr. Irizarry studied business at the Fashion Institute of Technology state college in New York City. He currently resides in Arizona, and is fluent in Spanish and English. We believe that Mr. Irizarry’s business experience as well as the managerial skills he developed over his business career provides ample qualification for him to serve as Vice President and director for our Company.


David Skutt


David Skutt, age 46, has been the owner of Advance Dealer Sound, a company engaged in the automobile restoration business since 1984. Mr. Skutt also has extensive experience in construction involving residential home restoration and remodeling. He has acquired, restored and resold many parcels of residential real estate during his business career. We believe that Mr. Skutt’s business experience as well as the entrepreneurial, managerial skills he has developed over his business career provides ample qualification for him to serve as a director for our Company.


Henrik Zohrabians


Henrik Zohrabians, age 50, was involved in the financial services industry from 1996 through 2002. Since 2002, he has been an independent contractor for Federal Express Home Delivery. Mr. Zohrabians’ experience in the financial services industry provides the Company with the necessary financial expertise to facilitate its growth and expansion plans. We believe that Mr. Zohrabians’ business experience, entrepreneurial, managerial skills and financial expertise and he has developed over his business career provides ample qualification for him to serve as a director for our Company.


Bradford P. Margetts




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Bradford P. Margetts, age 44, has 20 years of experience in accounting in the commercial real estate development, property management and home building industry.  He has worked as CFO or Controller for various local and regional real estate investment companies.  He has overseen financial reporting, audits, cash flow management and accounting departments for both private and public investors.  Mr. Margetts has a Bachelor of Arts in Accounting from the University of Utah, a Masters of Business Administration from the University of Utah and has been a licensed Certified Public Accountant in the State of Utah since 1996.


Executive Compensation

The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the executive officers who served at the end of the fiscal years December 31, 2010, for services rendered in all capacities to us.  The listed individuals shall hereinafter be referred to as the “Named Executive Officers.”  Currently, we have no employment agreements with any of our Directors or Officers.  Our directors will be expected to help open the market for our projected stock offering.  A fairly aggressive compensation package was established for their services.  When management determined that the effective date of the registration would be later in the year the package was deferred until later.  All of our directors accrued $7,000.00 per month for their services in the 1st quarter of 2011. This salary accrual has been stopped and will be restarted sometime after the registration statement becomes effective and paid after the Company is cash flow positive. The amount and timing of the director compensation will be determined when the initial response to this offering is known.


Summary Compensation Table - Officers

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

 

 

Salary

Bonus

Stock

Option

Non-equity

Nonqualified

All other

Total

 

 

 

 

Awards

Awards

incentive

deferred

compen-

 

 

 

 

 

 

 

plan

compensation

sation

 

Name and principal position (1)

Year

($)

($)

($)

($)

compensation

($)

earnings

($)


($)

($)

Wayne Middleton, President, CEO (2)

2011

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

 

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

 

Charles Irizarry, Vice President (2)

2011

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

 

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

Bradford P. Margetts, CFO

2011

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

 

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-



(1)

There are no employment contracts with Messrs. Middleton, Irizarry or Margetts at this time.  Nor are there any agreements for compensation in the future except for the salary and stock awards set forth above.  A salary and stock options and/or warrants program may be developed in the future.

(2)

Wayne Middleton and Charles Izizarry are also directors and were paid .stock and accrued directors’ fee as noted below


Director Compensation


(a)

 

(b)

(c)

(d)

(e)

(f)

(g)

(h)

 

 

Fees

Stock

Option

Non-equity

Nonqualified

All other

Total

 

 

earned

Awards

Award(s)

incentive

deferred

compen-

 

 

Year

 

 

 

Plan

compensation

compensation

earnings

sation

 

Name and principal position (1)

 

($)

($)

($)


($)


($)


($)

($)

Wayne Middleton

2011

21,000

10,000

-0-

-0-

-0-

-0-

31,000

 

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

Charles Irizarry

2011

21,000

10,000

-0-

-0-

-0-

-0-

31,000

 

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

David Skutt

2011

21,000

10,000

-0-

-0-

-0-

-0-

31,000

 

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

Henrik Zohrabians

2011

21,000

10,000

-0-

-0-

-0-

-0-

31,000

 

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-



 (1) There are no employment contracts with Messrs. Middleton, Irizarry, Skutt or Zohrabians at this time.  Nor are there any agreements for compensation in the future except for the salary and stock awards set forth above.  A salary and stock options and/or warrants program may be developed in the future. In 2011, the Company issued each director 1 million shares of our common stock at $0.01 per share as compensation for services rendered in 2010.


Compensation Committee Interlocks and Insider Participation

Currently, our Board of Directors consists of Wayne Middleton, Charles Irizarry, David Skutt and Henrik Zohrabians. We are not actively seeking additional board members at this time.  At present, the Board of Directors has not established any committees.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of May 12, 2011, and our officers and directors, individually and as a group.  Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities.  In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable.  Subject to community property laws, where applicable, the persons or entities named in the table below (See “Selling Security Holders”) have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.


Beneficial Ownership – Common Stock

Title of Class

Name of Beneficial Owner

Before Offering

% of Class

(1)

After Offering

% of Class

(2)

Common Stock

Wayne Middleton

 P.O. Box 9948

Salt Lake City, UT 84109

15,800,000

24.4%

12,900,000

16.5%

 

Charles Irizarry

7558 W. Thunderbird Rd. #1-486

Peoria, AZ 85381

15,075,000

23.3%

12,575,000

16.0%

 

David Skutt

18528 Stallion Crest Rd.

Riverside, CA 92504

15,560,000

24.1%

13,560,000

17.3%

 

Henrik Zohrabians

700 Palm Dr. #106

Glendale, CA 91202

15,980,000

24.7%

13,970,000

20.4%

Common Stock

All Executive Officers and Directors as a Group (1)

62,415,000

96.5%

53,005,000

67.7%

 

 

 

 

 

 

(1)

The percentages are based on a Before-Offering total of 64,645,000 shares of common stock issued and outstanding as of the date of this prospectus and assume all of the 11,295,000 shares of our selling security holders’ shares will be sold.



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(2)

The percentage in this column is based on a Post-Offering total of 78,350,000 issued and outstanding and assumes that all shares offered by the Company will be sold in the offering.


Beneficial Ownership – Preferred Stock


Title of Class

(1)

Name of Beneficial Owner

Before Offering

% of Class

After Offering

% of Class

Preferred Stock Class C

Wayne Middleton

 P.O. Box 9948

Salt Lake City, UT 84109

25,000

25%

25,000

25%

 

Charles Irizarry

7558 W. Thunderbird Rd. #1-486

Peoria, AZ 85381

25,000

25%

25,000

25%

 

David Skutt

18528 Stallion Crest Rd.

Riverside, CA 92504

25,000

25%

25,000

25%

 

Henrik Zohrabians

700 Palm Dr. #106

Glandale, CA 91202

25,000

25%

25,000

25%

Preferred Stock Class C

All Executive Officers and Directors as a Group (1)

100,000

100%

100,000

100%

 

 

 

 

 

 

(1)

Each Preferred “C” Share is entitled to cast five thousand (5,000) votes. The Class “C” Preferred Shares do not have equity conversion rights. The shares contain a restriction on transferability which prohibits the transfer of the shares without prior written approval of the Board of Directors of the Company. There are 100,000 Preferred “C” Shares authorized.



Transactions with Related Persons, Promoters and Certain Control Persons


Since inception, the cash account of Thomas was maintained in a membership bank where Wayne Middleton, who is the CEO, President and a Director of Immobiliare Global Investments, Inc.is listed as the member.  The account is titled in the name of the Thomas Investment Holdings LLC.


In April 2011 an advance of $2,000 was made for the Company by our President, Wayne Middleton, for cash flow funding.  The amount advanced was temporary in nature, in exchange for a demand note with no repayment terms and which is non-interest bearing.


On November 10, 2010, we entered into a Purchase and Sale Agreement with Wayne Middleton pursuant to which we purchased 100% of the membership interests of Thomas Investment Holdings, LLC, a Utah limited liability company for $812,500.  Consideration for the purchase consisted of $800,000 in notes and 125,000 shares of our restricted common stock at $0.10 per share. We have delivered a promissory notes payable to Wayne Middleton in the amount of $800,000 having repayment terms of interest only payments at an effective interest rate of 4.5% and are callable on November 10, 2014.  The promissory notes are secured by the real properties owned by Thomas Investment and the membership interest of Thomas.  Wayne has designated $80,000 of the note to be payable to William Middleton under the same terms  In November 2010, 100,000 shares of common stock were issued to Wayne Middleton and 25,000 shares were issued to William Middleton, his designee.



Director Independence

We do not presently have any independent directors.  We consider independent directors to be individuals who are not employed by the Company in any capacity and who do not have any equity ownership interest in the Company.  Our Board of Directors is comprised of our Chief Executive Officer and President, Wayne Middleton, our Vice President, Charles Irizarry, David Skutt and Henrik Zohrabians.  We intend to seek independent directors for our board of directors when the market conditions improve and we are able to provide compensation for our Board of Director members.



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

Our bylaws include a provision to permit us to indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate and to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of Immobiliare Global Investments, Inc. pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is unenforceable.



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IMMOBILIARE GLOBAL INVESTMENTS, INC.

(A Development Stage Entity)

INDEX TO FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

Page

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-2

 

 

 

 Consolidated Balance Sheets as of December 31, 2010 and 2009

 

F-3

 

 

 

 

 

 Consolidated Statements of Operations for the periods ended December 31, 2010 and 2009

 

F-4

 

 

 

 

 

 Consolidated Statements of  Stockholders’ Equity for the periods ended December 31, 2010 and 2009

 

F-5

 

 

 

 

 

 Consolidated Statements of Cash Flows for the periods ended December 31, 2010 and 2009

 

F-6

 

 

 

 

 

Notes to Consolidated Financial Statements for the periods ended December 31, 2010 and 2009

 

F-7

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-18

 

 

 

Consolidated Balance Sheets as of September 30 2011 and December 31, 2010

 

F-19

 

 

 

Consolidated Statements of Operations for the three and nine months ended September 30, 2011 and 2010

 

F-20

 

 

 

Consolidated Statements of  Stockholders’ Equity for the nine months ended September 30, 2011 and the year ended December 31, 2010

 

F-21

 

 

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010

 

F-22

 

 

 

Notes to Consolidated Financial Statements for the three and nine months ended September 30, 2011 and 2010

 

F-23




F-1


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Randall N. Drake, CPA, P.A.

1981 Promenade Way

Clearwater, FL  33760

727.536.4863

Randall@RDrakeCPA.com

___________________________________________________________________


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Immobiliare Global Investments, Inc.

We have audited the accompanying consolidated balance sheets of Immobiliare Global Investments, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2010. Immobiliare Global Investments, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Immobiliare Global Investments, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 10 to the consolidated financial statements, the 2010 consolidated financial statements have been restated to correct a previous misstatement.


/s/ Randall N. Drake, CPA, P.A.


Randall N. Drake, CPA, P.A.

Clearwater, Florida

May 3, 2011



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IMMOBILIARE GLOBAL INVESTMENTS, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2010 and 2009


 

 

 

2010

(Restated)

 

 

2009

 

ASSETS

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

64

 

 

S

25

 

 

Prepaid legal fees

 

 

125,000

 

 

 

--

 

 

Deferred income taxes

 

 

8,200

 

 

 

--

 

 

 

 

 

 

 

 

 

 

 

 

            TOTAL CURRENT ASSETS

 

 

133,264

 

 

 

25

 

 

 

 

 

 

 

 

 

 

 

LAND AND BUILDINGS, net of accumulated depreciation

 

 

879,522

 

 

 

910,540

 

INTANGIBLES, net of accumulated amortization

 

 

2,304

 

 

 

3,841

 

OTHER ASSETS

 

 

2,300

 

 

 

2,300

 

 

 

 

 

 

 

 

 

 

 

 

            TOTAL ASSETS

 

$

1,017,390

 

 

$

916,706

 

 


 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Current portion of mortgage notes payable

 

$

          12,280

 

 

$

11,738

 

 

Credit union line of credit

 

 

            4,253

 

 

 

--

 

 

State income tax payable

 

 

               100

 

 

 

--

 

 

 

 

 

 

 

 

 

 

 

 

            TOTAL CURRENT LIABILITIES

 

 

          16,633

 

 

 

11,738

 

 

 

 

 

 

 

 

 

 

 

MORTGAGE NOTES PAYABLE

 

 

        874,369

 

 

 

886,605

 

STOCKHOLDEERS’ NOTE PAYABLE

 

 

        800,000

 

 

 

--

 

TENANT DEPOSITS

 

 

          10,008

 

 

 

10,008

 

 

 

 

 

 

 

 

 

 

 

 

            TOTAL LIABILITIES

 

 

     1,701,010

 

 

 

908,151

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Preferred “C” shares, $0.0001 par value. 100,000 shares

  authorized, 100,000 and -0- shares issued and outstanding

 

 


                 10

 

 

 


--

 

 

Common stock, $0.001 par value. 400,000,000 shares authorized,

  60,325,000 and -0- shares issued and outstanding

 

 


       60,325

 

 

 


--

 

 

Additional paid in capital

 

 

(715,335)

 

 

 

-

 

 

Retained earnings (accumulated deficit)

 

 

         (28,620)      

 

 

 

8,555

 

 

 

 

 

 

 

 

 

 

 

 

            TOTAL STOCKHOLDERS EQUITY

 

 

       (683,620)

 

 

 

8,555

 

 

 

 

 

 

 

 

 

 

 

 

            TOTAL LIABILITIES AND

               STOCKHOLDERS EQUITY

 


$


     1,017,390

 

 


$


916,706

 

 

 

 

 

 

 

 

 

 

 


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



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IMMOBILIARE GLOBAL INVESTMENTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2010 and 2009



 

 

 

2010

 

 

2009

 

INCOME

 

 

 

 

 

 

 

 

 

Rental income

 

$

     107,408

 

 

$

 90,566

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

General and administrative

 

 

      40,372

 

 

 

 29,700

 

 

Depreciation and amortization

 

 

      32,555

 

 

 

 32,555

 

 

 

 

 

 

 

 

 

 

 

 

            TOTAL OPERATING EXPENSES

 

 

      72,927

 

 

 

 62,255

 

 

 

 

 

 

 

 

 

 

 

 

            OPERATING INCOME

 

 

      34,481

 

 

 

 28,311

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

 

 

 

 

 

Interest expense

 

 

    (56,494)

 

 

 

(53,570)

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE PROVISION FOR INCOME TAX

 

 

    (22,013)

 

 

 

(25,259)

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAX (EXPENSE) BENEFIT

 

 


       8,100

 

 

 


     --

 

 

 

 

 

 

 

 

 

 

 

 

            NET LOSS

 

$

    (13,913)

 

 

$

(25,259)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic average shares outstanding

 

 

30,290,890

 

 

 

      N/A

 

 

 

 

 

 

 

 

 

 

 

 

Basic loss per share

 

$

0.00

 

 

 

      N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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



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IMMOBILIARE GLOBAL INVESTMENTS, INC.

CONSOLIDATED STATEMENTS STOCKHOLDERS’ EQUITY

Years Ended December 31, 2010 and 2009


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 Stock

 

 

 

 

 

 

 

 

 

 

 

 Paid in

 

Accumulated

 

Holders'

 

 

 

 Shares

 

Amount

 

 Shares

 

Amount

 

 Capital

 

 Deficit

 

 Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Balance January 1, 2009

          -   

$

          -   

 

               -   

$

          -   

$

              -   

$

         34,364

$

  34,364

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions

 

 

 

 

 

 

 

 

 

 

            2,000

 

   2,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

 

 

 

 

 

 

 

 

 

        (2,550)

 

  (2,550)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for 2009

 

 

 

 

 

 

 

 

 

 

     (25,259)

 

(25,259)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2009

           -   

$

           -   

 

                -   

$

           -   

$

              -   

$

           8,555

$

    8,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions

 

 

          -   

 

 

 

           -   

 

 

 

            8,938

 

   8,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

 

 

 

 

 

           -   

 

 

 

       (32,200)

 

(32,200)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for prepaid legal fees

 

 

 

 

60,000,000

 

  60,000

 

      65,000

 

 

 

125,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock issued to founders

100,000

 

         10

 

 

 

 

 

          (10)

 

 

 

           -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock in acquisition

 

 

 

 

     125,000

 

       125

 

     12,375

 

 

 

  12,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution in association with acquisition

 

 

 

 

 

 

 

 

(812,500)

 

 

 

(812,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of common stock

 

 

 

 

    200,000

 

       200

 

     19,800

 

 

 

  20,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

      (13,913)

 

(13,913)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2010

100,000

$

         10

 

60,325,000

$

  60,325

$

     (715,335)

$

       (28,620)

$

(683,620)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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



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IMMOBILIAIRE GLOBAL INVESTMENTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2010 and 2009

 

 

 

 

 

2010

 

 

 

2009

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

 

$

         (13,913)

 

 

$

         (25,259)

 

 

Adjustment to reconcile Net Income to net

 

 

 

 

 

 

 

 

 

 

  cash provided by operations:

 

 

 

 

 

 

 

 

 

 

     Depreciation and amortization

 

 

 

            32,555

 

 

 

            32,555

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Deferred tax asset

 

 

 

           (8,200)

 

 

 

   -

 

 

   Accounts payable and accrued expenses

 

 

 

                 100

 

 

 

                    -   

 

 

Net Cash (Used) Provided by Operating Activities

 

 

 

             10,542

 

 

 

               7,296

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

   Proceeds from sale of property

 

 

 

  -

 

 

 

              4,173

 

 

Net Cash (Used) by Investing Activities

 

 

 

                    -   

 

 

 

              4,173

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

Contributions by members

 

 

 

              8,938

 

 

 

              2,000

 

 

Distributions to members

 

 

 

         (32,200)

 

 

 

           (2,550)

 

 

   Proceeds from issuance of common stock

 

 

 

            20,000

 

 

 

                    -   

 

 

   Payments on mortgage notes payable

 

 

 

         (11,494)

 

 

 

         (10,919)

 

 

   Net (repayments) proceeds from line of credit

 

 

 

             4,253

 

 

 

                    -   

 

 

Net Cash (Used) Provided by Financing Activities

 

 

 

         (10,503)

 

 

 

         (11,469)

 

Net increase in Cash

 

 

 

                   39

 

 

 

                    -   

 

Cash at beginning of period

 

 

 

                   25

 

 

 

                   25

 

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

 

$

                   64

 

 

$

                   25

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

$

            56,494

 

 

$

            12,743

 

 

Taxes paid

 

 

$

                    -   

 

 

$

                    -   

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash Investing and financing activities

 

 

 

 

 

 

 

 

 

 

Stock issued (60,000,000 shares) for prepaid legal fees

$

          125,000

 

 

$

                    -   

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued (125,000 shares) for acquisition

 

 

 

            12,500

 

 

 

                    -   

 

 

Note issued for acquisition

 

 

$

          800,000

 

 

$

                    -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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



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IMMOBILIARE GLOBAL INVESTMENTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2010 and 2009





NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization and Business Activity

Immobiliare Global Investments, Inc. (the “Company” or “Immobiliare”) was incorporated on July 1, 2010 in the State of Florida and commenced operations on that day. Thomas Investment Holdings, LLC, (“Thomas”) was a privately held limited liability company that was organized on September 23, 2003 in the State of Utah.  Effective November 10, 2010 the companies, completed the purchase and sale agreement between Thomas and Immobiliare and the member of Thomas, pursuant to which Immobiliare acquired all of the membership shares of Thomas by issuing 125,000 shares of common stock to the selling members and notes payable to the previous member of Thomas in the amount of $800,000 for a total consideration of $812,500. Consummation of the merger did not require a vote of the Immobiliare shareholders. As a result of the acquisition, the shareholders of Thomas did not own a majority of the voting stock of Immobiliare and Thomas is a wholly owned subsidiary of Immobiliare.  The previous majority shareholder of Thomas is a material shareholder, although not a majority shareholder, and the President and CEO of Immobiliare.


Although Thomas became a wholly owned subsidiary of Immobiliare in the merger, for financial reporting purposes Thomas is treated as "accounting acquirer" because its previous majority shareholder continued to own a material interest in Immobiliare and is the President and CEO of Immobiliare. Accordingly, the historical consolidated financial statements prior to the date of merger that are included in these consolidated financial statements for comparative purposes are the financial statements of Thomas. In accounting for this reverse merger, the legal share capital is that of Immobiliare (the legal parent).  In consolidation, the original investment in Thomas has been recorded as a distribution to the former owners of Thomas.  


Mr. Middleton has broad authority to make operational and business decisions for the Company on a daily basis.  However, the Board of Directors has the authority to over-rule any decisions of the CEO by a majority vote.  Any significant decisions that would materially affect the Company will be voted on by a majority vote of the Board of Directors.


Since the 2009 financial statements reflect the operations as a limited liability company all equity accounts at December 31, 2009 are reflected as retained earnings in these financial statements.


The assets and liabilities of Immobiliare and Thomas at the time of the merger were as follows:


 

 

 

 

 

 

 

 

 Immobiliare

 

 

 Thomas

 

 

 

 

 

 

Cash

$

                25

 

 $

                39

Prepaid legal expense

 

        125,000

 

 

                 -   

Properties

 

                 -   

 

 

        882,107

Investment in Thomas Holdings

        812,500

 

 

                 -   

Other assets

 

 

 

 

            4,732

 

$

        937,525

 

 $

        886,878

 

 

 

 

 

 

Mortgage notes

$

                 -   

 

 $

        887,672

Acquisition notes

 

        800,000

 

 

                 -   

Tenant deposits

 

                 -   

 

 

          10,008

Equity

 

        137,525

 

 

         (10,802)

 

$

        937,525

 

 $

        886,878

 

 

 

 

 

 

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IMMOBILIARE GLOBAL INVESTMENTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2010 and 2009





The rental properties and the related mortgages remain the assets and liabilities of Thomas.  The investment in Thomas noted above is eliminated in consolidation.


The Company operates in the real estate industry, primarily in the area of investing in land and buildings to earn rental income in Salt Lake City, Utah.


Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Thomas Investment Holdings, LLC. All significant intercompany balances and transactions have been eliminated in these consolidated financial statements.  The original investment by Immobiliare in Thomas has been recorded as a distribution to the former owners of Thomas.


Basis of Accounting

The Company's accounting policies conform to accounting principles generally accepted in the United States of America (GAAP).


Cash and Cash Equivalents

Cash equivalents are generally comprised of certain highly liquid investments with maturities of three months or less.


Use of estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the amortization period for intangible assets, valuation and impairment of intangible assets, depreciable lives of the real property and the valuation allowance on deferred tax assets.


Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of temporary cash investments and trade accounts receivable. The Company maintains its cash balances at a financial institution. At times such investments may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. The Company believes it is not exposed to any significant credit risk on trade accounts receivable because the Company routinely assesses the financial strength of its customers before extending credit.


Land and Buildings

Land and buildings are stated at cost net of accumulated depreciation. Land is not depreciated. Depreciation on buildings is computed using the straight-line method over the estimated useful lives of the buildings, generally twenty-seven and a half years. Depreciation begins in the month of acquisition or when constructed buildings are ready for their intended use.


Costs of renewals and improvements which substantially extend the useful life of the buildings are capitalized. Upon retirement, sale or other disposition, the cost and accumulated depreciation are eliminated from the



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IMMOBILIARE GLOBAL INVESTMENTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2010 and 2009



respective accounts and any resulting gain or loss is included in operations. Maintenance and repairs are expensed as incurred.


Intangible Assets

Intangible assets with finite lives consist of capitalized loan costs and are amortized using the straight-line method over their estimated useful lives.


Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the difference between the bases of certain assets and liabilities for financial reporting and income tax reporting. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized.


The Company's financial statements do not include a provision for income taxes for years prior to 2010 because the taxable income of Thomas was included in the income tax returns of the Member’  individual income tax returns.


Upon completion of the November 10, 2010 transaction with Immobiliare as more fully described in Note 1, Thomas ceased to be treated as a partnership for income tax purposes, resulting in (1) the imposition of income tax at the corporate level instead of the individual member level and (2) the inability to continue to elect to be taxed on a Cash Basis resulting in a potential transitional income tax liability. The potential liability is subject to special transitional rules that may allow such amounts, once they have been determined, to be paid over a four year period pursuant to the IRS code. The former members of the limited liability company have undertaken to provide such assistance as may be necessary to minimize the Company's exposure to such potential tax liability. At December 31, 2010 the Company has determined that the deferred tax liability is a fair approximation of the amount that may eventually become payable.


Revenue Recognition

Revenue is recognized when rental income is received due to the uncertainty associated with collecting the income. Lessors are generally on a month to month rental basis.


Subsequent Events

Management of the Company has evaluated subsequent events through May 3, 2011, which is also the date the financial statements were available to be issued. No subsequent events were noted during this evaluation that required recognition or disclosure in these financial statements.




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IMMOBILIARE GLOBAL INVESTMENTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2010 and 2009



NOTE 2 LAND AND BUILDINGS


Land and buildings at December 31, 2010 and 2009 are as follows:

 

 

 

  2010

 

 

  2009

 

 

 

Land

 

$

   285,371

 

 

$

   285,371

 

 

Buildings and improvements at cost

 

 

   

   778,361

 

 

 

 

   778,361

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,063,732

 

 

 

1,063,732

 

 

Less accumulated depreciation

 

 

  (184,210)

 

 

 

  (153,192)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

    879,522

 

 

$

    910,540

 


Depreciation expense was $31,018 and $31,017 for 2010 and 2009.


NOTE 3 INTANGIBLES


Intangibles at December 31, 2010 and 2009 consist of:

 

 

 

 

 

 

 

Accumulated

 

Net Book

 

 

 

Cost

 

Amortization

 

Value

Total Intangibles 12/31/20008

 

 

 

 

 

 

 

 

 

 

 

 

 

Capitalized loan fees

 

$

         6,915

 

 

$

         (1,537)

 

 

$

       5,378

 

 

Amortization for 2009

 

 

 

 

 

 

         (1,537)

 

 

 

      (1,537)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Intangibles 12/31/2009

 

 

         6,915

 

 

 

         (3,074)

 

 

 

        3,841

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization for 2010

 

 

 

 

 

 

         (1,537)

 

 

 

      (1,537)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Intangibles 12/31/2010

 

$

     6,915

 

 

$

         (4,611)

 

 

$

   2,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Amortization of capitalized loan fees was $1,537 and $1,537 for 2010 and 2009. Future amortization of capitalized loan fees is expected to be:


 

2011

 

 

 

 

 

$

   1,537

 

 

2012

 

 

 

 

 

 

      767

 

 

Thereafter

 

 

 

 

 

 

         --

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

$

   2,304

 

 

 

 

 

 

 

 

 

 

 





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IMMOBILIARE GLOBAL INVESTMENTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2010 and 2009



NOTE 4 PREPAID LEGAL EXPENSE AND CONTINGENT LIABILITY


During 2010 the founding stockholders of the Company engaged the services of an attorney to assist them in the preparation and filing of Form S-1 with the Securities and Exchange Commission to register as an issuer under the Securities and Exchange Acts. In connection with the filing of this registration statement the founding stockholders agreed to pay the attorney $125,000 for the preparation and filing of Form S-1. In return for making this payment of $125,000 the stockholders were issued 60,000,000 shares of the Company’s common stock which was the initial stock issuance for Immobiliare Global Investments, Inc.


The $125,000 advanced to the attorney by the Stockholders on behalf of the Company has been recognized as prepaid legal fees at December 31, 2010. When the registration statement is deemed to be effective the entire amount will be charged to operations.


Upon the effective date of the registration statement by the SEC the agreement with the attorney calls for an additional payment of $50,000 that will be paid by the Company. Since there has been no amounts advanced to the attorney by anyone for this additional fee and the service that this fee is related to has not yet been provided this $50,000 contingent fee has not been recorded in the Company’s financial statements at December 31, 2010 or 2009.


NOTE 5 BANK LINE OF CREDIT PAYABLE


The Company has a line of credit with a local credit union for $5,000. The line of credit is unsecured, bears interest at 18% per annum and matures annually. At December 31, 2010 and 2009 the balance drawn on the line of credit was $ 4,253 and $-0-, respectively.  At December 31, 2010, the Company had $747 in available credit on this line.


NOTE 6 INCOME TAXES


Prior to the formation of Immobiliare Global Investments, Inc. the Company operated as a limited liability company. For income tax purposes a limited liability company is treated as a “pass through” entity whereby all elements of income and expense, credits and charges, and all other tax items are reflected on the individual members’ personal income tax returns. Accordingly, there is no provision for income tax for the 2009 year.

With the formation of Immobiliare Global Investments, Inc. in 2010 and its acquisition of the membership units in Thomas Investments, LLC, the limited liability company is treated as a “disregarded” entity effective January 1, 2010, tax

treatment as “pass through” entity no longer applies and corporate income taxes are reflected for 2010 and subsequent tax years.


During the year ended December 31, 2010 the Company had a net operating loss of $22,913 which expires in 2030. This net operating loss generated $8,200 in deferred federal and state income tax benefits using a blended income tax rate of 37.25%.




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IMMOBILIARE GLOBAL INVESTMENTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2010 and 2009



The components of income tax expense attributable to continuing operations are as follows:


 

 

 

  2010

 

 

2009

 

 

Deferred federal and state income tax benefit

 


$


  (8,200)

 


$


           --

 

 

 

 

 

 

 

 

 

 

 

Current state income tax expense

 

 

      100

 

 

 

           --

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income tax (benefit)

 

$

  (8,100)

 

 

$

           --

 

 

 

 

 

 

 

 

 

 

 


The net deferred income tax assets in the accompanying consolidated balance sheets include the following amount of deferred income tax assets:


 

 

 

  2010

 

 

  2009

 

Deferred income tax asset:

 

 

 

 

 

 

 

 

 

 Net operating loss carryforward

 

$

    8,200

 

 

$

           --

 

 

 

 

 

 

 

 

 

 

 


NOTE 7 ACQUISITION NOTES PAYABLE TO STOCKHOLDERS


The former member of Thomas was given a note as consideration for the membership interest of Thomas Investment Holdings, Inc. together with 125,000 shares of restricted common stock of the Company. The note bear interest at 4.5%, and is payable in monthly interest only installments from January 1, 2011. The note must be repaid by November 10, 2014 or the membership interests of Thomas Investment Holdings, Inc. must be returned to the holder. The note is secured by membership interests in Thomas Investments, LLC and by the individual real properties owned by Thomas Investments, LLC and operated by the Company. A portion of this note has designated as payable to William Middleton under the same terms.





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IMMOBILIARE GLOBAL INVESTMENTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2010 and 2009



 Acquisition note payable at December 31, 2010 and 2009 is as follows:


 

 

 

December 31, 2010

 

 

December 31, 2009

 

Note payable to Wayne Middleton, due November 10, 2014, with monthly payments of interest only at 4.5% annually, secured by membership interest in Thomas Investment Holdings and real estate.  $80,000 is designated as payable to William Middleton under the same terms.

 

 







$







800,000

 

 







$







-

 



NOTE 8 MORTGAGE NOTES PAYABLE


The Company issued a number of mortgage notes to acquire property.  These notes are generally payable in monthly installments of interest and principle and secured by property in and around Salt Lake City, Utah (SLC).  Mortgage note payables at December 31, 2010 and 2009 are as follows:


 

 

 

    2010

 

 

    2009

 

Note to a credit union, interest at 6%, due in monthly installments of $1,876, including interest, secured by a home and duplex on Major St, SLC and maturing June 2026

 

 



$



250,623

 

 



$



257,679

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 6.63%, due in interest only installments of $496, including interest, secured by 1414 S 900 W, Sand maturing in November 2034

 

 

 



  89,825

 

 

 



  89,825

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 9.75%, due in monthly installments of $206, including interest, secured by 1414 S 900 W, SLC and maturing August 2020

 

 

 



  23,090

 

 

 



  23,283

 

 

 

 

 

 

 

 

 

 

 

Note to a bank, interest at 6.75%, due in interest only installments of $526, including interest, secured by 476 S Concord, SLC and maturing November 2035

 

 

 



  93,600

 

 

 



  93,600

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 11.5%, due in monthly installments of $248, including interest, secured by 476 S Concord, SLC and maturing November 2020

 

 

 



  24,405

 

 

 



  24,552

 

 

 

 

 

 

 

 

 

 

 

Note to a bank, interest at 7.735%, due in interest only installments of $587, including interest, secured by 345 N 1200 W, SLC and maturing November 2035

 

 

 



  88,154

 

 

 



  88,684

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 10%, due in monthly installments of $158, including interest, secured by 345 N 1200 W, SLC and maturing November 2035

 

 

 



  17,384

 

 

 



  17,521

 

 

 

 

 

 

 

 

 

 

 

Note to a bank, interest at 8.79%, due in interest only installments of $699, including interest, secured by 1111 W 900 S, SLC and maturing November 2035

 

 

 



  86,209

 

 

 



  86,772

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 10%, due in monthly installments of $155, including interest, secured by 1111 W 900 S, SLC and maturing November 2035

 

 

 



  16,864

 

 

 



  17,023

 

 

 

 

 

 

 

 

 

 

 

Note to a credit union, interest at 6%, due in monthly installments of $1,217, including interest, secured by land and buildings on Major St, SLC and maturing May 2014

 

 

 



196,495

 

 

 



199,204

 

 

 

 

 

 

 

 

 

 

 

Total mortgage notes receivable

 

 

 

886,649

 

 

 

898,143

 

Less current portion of mortgage notes payable

 

 

 

  12,280

 

 

 

  11,738

 

 

 

 

 

 

 

 

 

 

 

Long-term portion of mortgage notes payable

 

 

$

874,369

 

 

$

886,405

 

 

 

 

 

 

 

 

 

 

 


Aggregate maturities of mortgage notes payable for each of the next five years is as follows:


 

 

2011

 

 

 

 

$

  12,280

 

 

 

2012

 

 

 

 

 

  12,840

 

 

 

2013

 

 

 

 

 

  13,411

 

 

 

2014

 

 

 

 

 

235,538

 

 

 

2015

 

 

 

 

 

  14,574

 

 

 

Thereafter

 

 

 

 

 

598,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

886,649

 

 

 

 

 

 

 

 

 

 

 


NOTE 9 EQUITY


Preferred Stock Rights and Privileges

The Company is authorized to issue 100,000,000 of preferred stock with a par value of $0.0001 per share.  Currently there are a total of 100,000 shares of Preferred "C" shares outstanding.  There are no Preferred “A” or “B” shares designated at this time.  Each Preferred "C" Share is entitled to cast five thousand (5,000) votes. These shares were issued in proportional amounts to the original founding stockholders, no payment was received. The class "C" preferred stock has no equity conversion rights. The shares contain a restriction on transferability which prohibits the transfer of the shares without prior written approval of the Board of Directors of the Company.


In July, 2010, the Company issued 25,000 shares of Class “C” preferred stock to each of the four (4) directors as founders’ shares.  This stock was issued at par.


Common Stock issues

The Company is authorized to issue up to 400,000,000 shares of common stock with a par value of $0.001 per share.


In July, 2010, the Company issued 60,000,000 shares of stock to the four (4) directors in exchange for $125,000 in legal fees paid by the directors.  This stock was issued evenly at 15,000,000 shares per director.  


On November 10, 2010, the Company issued 125,000 shares of common stock at $0.10 per share along with a note payable in the amount of $800,000 for the acquisition of 100% of the membership interest of Thomas Investment Holdings, LLC.  


On November 15, 2010, the Company issued 200,000 shares of common stock at $0.10 per share to a relative of Wayne and William Middleton for $20,000 cash.


NOTE 10– RESTATEMENT


The balance sheet as of December 31, 2010 was restated to remove the goodwill originally recognized in the acquisition.  The consideration given by Immobiliare for the member interest in Thomas has been reclassified as a distribution to the former owners.  The following table details the accounts affected:


 

 

 As originally reported

 

 As restated

 

 $ Change

% Change

 

 

 

 

 

 

 

 

 

Intangibles

 

 814,804

 

 2,304

 

 (812,500)

-99.7%

 

Total Assets

 

 1,829,890

 

 1,017,390

 

 (812,500)

-44.4%

 

 

 

 

 

 

 

 

 

Additional Paid in Capital

 

 97,165

 

 (715,335)

 

 (812,500)

-836.2%

 

Total Stockholder Equity

 

 128,880

 

 (683,620)

 

 (812,500)

-630.4%

 

Total Liabilities and Stockholder Equity

 

 1,829,890

 

 1,017,390

 

 (812,500)

-44.4%

 



NOTE 11 – SUBSEQUENT EVENTS


Subsequent to December 31, 2010, the Company issued a total of 4,000,000 shares of common stock to the directors as compensation.  

On March 31, 2011, the Company issued 80,000 shares to an unrelated party for $20,000 cash.

On April 25, 2011, the Company issued 120,000 shares to an unrelated party for $30,000 cash.






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Randall N. Drake, CPA, P.A.

1981 Promenade Way

Clearwater, FL  33760

727.536.4863

Randall@RDrakeCPA.com

_____________________________________________________________________


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Immobiliare Global Investments, Inc.


We have reviewed the accompanying balance sheet of Immobiliare Global Investments, Inc. as of September 30, 2011, and the related statements of operations, stockholders’ equity and cash flows for the three and nine months ended September 30, 2011 and 2010. These financial statements are the responsibility of the company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.



/s/ Randall N. Drake, CPA, P.A.


Randall N. Drake, CPA, P.A.

December 19, 2011




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IMMOBILIARE GLOBAL INVESTMENTS, INC.

CONSOLIDATED BALANCE SHEETS


 

 

 

 

 

 

 

 

 

 

 

 

 

 September 30,

 

 

 December 31,

 

 

 

 

 

 2011

 

 

 2010

 

 

 

 

 

 

 (unaudited)

 

 (audited and restated)

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

Cash

 

 

$

                       124

 

 

$

                         64

 

 

Prepaid legal fees and escrow funds

 

 

 

                130,219

 

 

 

                125,000

 

 

Deferred income taxes

 

 

 

                          -   

 

 

 

                    8,200

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

                130,343

 

 

 

                133,264

 

 

 

 

 

 

 

 

 

 

 

 

Land and buildings, net of accumulated

 

 

 

 

 

 

 

 

 

 

depreciation of  $206,185 and $184,210, respectively

 

 

                858,502

 

 

 

                879,522

 

Intangibles

 

 

 

                    1,055

 

 

 

                    2,304

 

Other assets

 

 

 

                    2,300

 

 

 

                    2,300

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

$

                992,200

 

 

$

             1,017,390

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Current portion of mortgage notes payable

 

 

$

                  12,280

 

 

$

                  12,280

 

 

Line of credit

 

 

 

                    5,140

 

 

 

                    4,253

 

 

Loans from officers

 

 

 

                    4,601

 

 

 

                          -   

 

 

Accrued officer compensation

 

 

 

                  84,000

 

 

 

                          -   

 

 

Accrued interest

 

 

 

                  10,819

 

 

 

                          -   

 

 

State tax payable

 

 

 

                       100

 

 

 

                       100

 

Total current liabilities

 

 

 

                116,940

 

 

 

                  16,633

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage notes payable

 

 

 

                862,731

 

 

 

                874,369

 

Acquisition note payable to stockholders

 

 

 

                800,000

 

 

 

                800,000

 

Tenant Deposits

 

 

 

                  10,008

 

 

 

                  10,008

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

             1,789,679

 

 

 

             1,701,010

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

Preferred  Stock, $.0001 par value,  100,000,000 shares

 

 

 

 

 

 

 

 

 

   authorized; 1,000,000 and 0 shares

 

 

 

 

 

 

 

 

 

 

   issued and outstanding, respectively

 

 

 

                         10

 

 

 

                         10

 

 

Common Stock, $.001 par value,  400,000,000 shares

 

 

 

 

 

 

 

 

 

   authorized; 64,525,000 and 60,325,000 shares

 

 

 

 

 

 

 

 

 

 

   issued and outstanding, respectively

 

 

 

                  64,525

 

 

 

                  60,325

 

 

Additional paid-in capital

 

 

 

               (629,535)

 

 

 

               (715,335)

 

 

Accumulated Deficit

 

 

 

               (232,479)

 

 

 

                 (28,620)

 

Total stockholders' equity

 

 

 

               (797,479)

 

 

 

               (683,620)

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

 

$

                992,200

 

 

$

             1,017,390

 

 

 

 

 

 

 

 

 

 

 

 


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

See independent accountant’s review report



F-19


Link to Table of Contents




IMMOBILIARE GLOBAL INVESTMENTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

 

 

September 30,

 

 

September 30,

 

 

 

 

 

 

2011

 

 

 

2010

 

 

 

2011

 

 

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

 

$

          25,765

 

 

$

      30,616

 

 

$

          89,594

 

 

$

      79,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

 

            9,001

 

 

 

        4,803

 

 

 

        124,286

 

 

 

      13,127

 

 

Stock-based compensation

 

 

 

                   -   

 

 

 

               -   

 

 

 

          40,000

 

 

 

               -   

 

 

Depreciation

 

 

 

            7,543

 

 

 

        7,509

 

 

 

          23,224

 

 

 

      23,122

 

 

Abandoned project costs

 

 

 

                    -   

 

 

 

               -   

 

 

 

          25,000

 

 

 

                -   

 

 

Total operating expenses

 

 

 

          16,544

 

 

 

      12,312

 

 

 

        212,510

 

 

 

      36,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income  (loss)

 

 

 

            9,221

 

 

 

      18,304

 

 

 

     (122,916)

 

 

 

      42,823

 

 

Interest expenses

 

 

 

          25,332

 

 

 

      15,451

 

 

 

          72,743

 

 

 

      42,263

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income(;loss) before taxes

 

 

 

       (16,111)

 

 

 

        2,853

 

 

 

    (195,659)

 

 

 

           560

 

 

Income benefit

 

 

 

                    -   

 

 

 

     (1,100)

 

 

 

         (8,200)

 

 

 

        (200)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

$

       (16,111)

 

 

$

        1,753

 

 

$

     (203,859)

 

 

$

           360

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

primary and dilutive

 

 

$

              0.00

 

 

$

         0.01

 

 

$

           (0.00)

 

 

$

          0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

primary and dilutive

 

 

 

   64,525,000

 

 

 

    125,000

 

 

 

   63,293,096

 

 

 

    125,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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

See independent accountant’s review report



F-20


Link to Table of Contents




IMMOBILIARE GLOBAL INVESTMENTS, INC.

CONSOLIDATED STATEMENTS STOCKHOLDERS’ EQUITY


 

 

 

 

 

 

 

 

 

 

 Additional

 

 

 

 Stock

 

 

 

 

 

 

 

 

 

 

 

 Paid in

 

 Accumulated

 

 Holders'

 

 

 

 Shares

 

 Amount

 

 Shares

 

 Amount

 

 Capital

 

 Deficit

 

 Equity

 

Balance December 31, 2009

                   -   

$

                   -   

 

                      -   

$

                   -   

$

                   -   

$

             8,555

$

             8,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions

 

 

                   -   

 

 

 

                   -   

 

 

 

            8,938

 

            8,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

 

 

 

 

 

                   -   

 

 

 

       (32,200)

 

       (32,200)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for cash paid on behalf of corporation

 

 

 

 

   60,000,000

 

         60,000

 

        65,000

 

 

 

      125,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock issued to founders

       100,000

 

                10

 

 

 

 

 

              (10)

 

 

 

                   -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock in acquisition

 

 

 

 

         125,000

 

              125

 

         12,375

 

 

 

         12,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution in association with acquisition  

 

 

 

 

 

 

 

    (812,500)

 

 

 

     (812,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of common stock

 

 

 

 

         200,000

 

              200

 

         19,800

 

 

 

         20,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

        (13,913)

 

       (13,913)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2010

      100,000

$

                10

 

    60,325,000

$

         60,325

$

     (715,335)

$

       (28,620)

$

     (683,620)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for officer compensation

 

 

 

 

      4,000,000

 

           4,000

 

         36,000

 

 

 

         40,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for cash

 

 

 

 

         200,000

 

              200

 

         49,800

 

 

 

         50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

     (203,859)

 

     (203,859)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance September 30, 2011

        100,000

$

                   10

 

    64,525,000

 $

          64,525

 $

      (629,535)

 $

     (232,479)

 $

      (797,479)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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

See independent accountant’s review report



F-21


Link to Table of Contents




IMMOBILIAIRE GLOBAL INVESTMENTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

 

 

For the Nine Months Ended

 

 

 

 

 

September 30,

 

 

 

 

 

 

2011

 

 

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

 

$

         (203,859)

 

 

$

                  360

 

 

Adjustment to reconcile Net Income to net

 

 

 

 

 

 

 

 

 

 

  cash provided by operations:

 

 

 

 

 

 

 

 

 

 

     Depreciation and amortization

 

 

 

             23,224

 

 

 

             23,122

 

 

     Stock-based and non-cash compensation

 

 

 

             40,000

 

 

 

                    -   

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and escrow funds

 

 

 

             (5,219)

 

 

 

 

 

 

Deferred tax asset

 

 

 

               8,200

 

 

 

                  200

 

 

   Accounts payable and accrued expenses

 

 

 

             94,819

 

 

 

                    -   

 

 

Net Cash (Used) Provided by Operating Activities

 

 

 

           (42,835)

 

 

 

             23,682

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

   Purchase of property and equipment

 

 

 

                (955)

 

 

 

                    -   

 

 

Net Cash (Used) by Investing Activities

 

 

 

                (955)

 

 

 

                    -   

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

   Proceeds from issuance of common stock

 

 

 

             50,000

 

 

 

                    -   

 

 

Net distributions to members

 

 

 

                    -   

 

 

 

           (18,001)

 

 

Proceeds from shareholder loans

 

 

 

               4,601

 

 

 

 

 

 

   Payments on mortgage notes payable

 

 

 

           (11,638)

 

 

 

           (16,438)

 

 

   Net (repayments) proceeds from line of credit

 

 

 

                  887

 

 

 

             10,757

 

 

Net Cash (Used) Provided by Financing Activities

 

 

 

             43,850

 

 

 

           (23,682)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in Cash

 

 

 

                    60

 

 

 

                    -   

 

 

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

 

                    64

 

 

 

                    25

 

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

 

$

                  124

 

 

$

                    25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                    -   

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

$

             61,924

 

 

$

             42,263

 

 

Taxes paid

 

 

$

                    -   

 

 

$

                    -   

 

 

 

 

 

 

 

 

 

 

 

 


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

See independent accountant’s review report




F-22


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NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization and Business Activity

Immobiliare Global Investments, Inc. (the “Company” or “Immobiliare”) was incorporated on July 1, 2010 in the State of Florida and commenced operations on that day. Thomas Investment Holdings, Inc., (“Thomas”) was a privately held limited liability company that was organized on April 23, 2004 in the State of Utah.  Effective November 10, 2010 the companies, completed the purchase and sale agreement between Thomas and Immobiliare and the member of Thomas, pursuant to which Immobiliare acquired all of the membership shares of Thomas by issuing 125,000 shares of common stock to the selling members and notes payable to the previous member of Thomas in the amount of $800,000 for a total consideration of $812,500. Consummation of the merger did not require a vote of the Immobiliare shareholders. As a result of the acquisition, the shareholders of Thomas did not own a majority of the voting stock of Immobiliare and Thomas is a wholly owned subsidiary of Immobiliare.  The previous majority shareholder of Thomas is a material shareholder, although not a majority shareholder, and the President and CEO of Immobiliare.


Although Thomas became a wholly owned subsidiary of Immobiliare in the merger, for financial reporting purposes Thomas is treated as "accounting acquirer" because its previous majority shareholder continued to own a material interest in Immobiliare and is the President and CEO of Immobiliare. Accordingly, the historical consolidated financial statements prior to the date of merger that are included in these consolidated financial statements for comparative purposes are the financial statements of Thomas. In accounting for this reverse merger, the legal share capital is that of Immobiliare (the legal parent).  In consolidation, the original investment in Thomas has been recorded as a distribution to the former owners of Thomas.  


Mr. Middleton has broad authority to make operational and business decisions for the Company on a daily basis.  However, the Board of Directors has the authority to over-rule any decisions of the CEO by a majority vote.  Any significant decisions that would materially affect the Company will be voted on by a majority vote of the Board of Directors.


Since the 2009 financial statements reflect the operations as a limited liability company all equity accounts at December 31, 2009 are reflected as retained earnings in these financial statements.


The Company operates in the real estate industry, primarily in the area of investing in land and buildings to earn rental income in Salt Lake City, Utah.


Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Thomas Investment Holdings, LLC. All significant intercompany balances and transactions have been eliminated in these consolidated financial statements.  The original investment by Immobiliare in Thomas has been recorded as a distribution to the former owners of Thomas.


Basis of Accounting

The unaudited financial statement and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP).  These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.  The accompanying unaudited financial statements should be read in conjunction with the annual audited financial statements for the years ended December 31, 2010 and 2009 and notes thereto included elsewhere in this Form S-1.  Operating results for the three and Nine months ended September 30, 2011 and 2010 is not necessarily indicative of the results that may be expected for the entire year.






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Use of estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the amortization

period for intangible assets, valuation and impairment of intangible assets, depreciable lives of the real property and the valuation allowance on deferred tax assets.


Cash and Cash Equivalents

Cash equivalents are generally comprised of certain highly liquid investments with maturities of three months or less.


Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of temporary cash investments and trade accounts receivable. The Company maintains its cash balances at a financial institution. At times such investments may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. The Company believes it is not exposed to any significant credit risk on trade accounts receivable because the Company routinely assesses the financial strength of its customers before extending credit.


Land and Buildings

Land and buildings are stated at cost net of accumulated depreciation. Land is not depreciated. Depreciation on buildings is computed using the straight-line method over the estimated useful lives of the buildings, generally twenty-seven and a half years. Depreciation begins in the month of acquisition or when constructed buildings are ready for their intended use.


Costs of renewals and improvements which substantially extend the useful life of the buildings are capitalized. Upon retirement, sale or other disposition, the cost and accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is included in operations. Maintenance and repairs are expensed as incurred.


Intangible Assets

Intangible assets with finite lives consist of capitalized loan costs and are amortized using the straight-line method over their estimated useful lives.


Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the difference between the bases of certain assets and liabilities for financial reporting and income tax reporting. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized.


Upon completion of the November 10, 2010 transaction with Immobiliare, Thomas ceased to be treated as a partnership for income tax purposes, resulting in (1) the imposition of income tax at the corporate level instead of the individual member level and (2) the inability to continue to elect to be taxed on a Cash Basis resulting in a potential transitional income tax liability. The potential liability is subject to special transitional rules that may allow such amounts, once they have been determined, to be paid over a four year period pursuant to the IRS





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code. The former members of the limited liability company have undertaken to provide such assistance as may be necessary to minimize the Company's exposure to such potential tax liability.


Revenue Recognition

Revenue is recognized when rental income is received due to the uncertainty associated with collecting the income. Lessors are generally on a month to month rental basis.


Earnings (Loss) per Share


Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. During the Nine months ended September 30, 2011 and 2009, there were no common stock equivalents outstanding.


Subsequent Events

Management of the Company has evaluated subsequent events through December 19, 2011, which is also the date the financial statements were available to be issued. No subsequent events were noted during this evaluation that required recognition or disclosure in these financial statements.


NOTE 2 LAND AND BUILDINGS


Land and buildings consisted of the following:


 

 

 

September 30,2011 (Unaudited)

 

 

December 31, 2010 (Audited and restated)

 

 

 

Land

 

$

   285,371

 

 

$

   285,371

 

 

Buildings and improvements at cost

 

 

   

   778,361

 

 

 

 

   778,361

 

 

Furniture

 

 

995

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,064,687

 

 

 

1,063,732

 

 

Less accumulated depreciation

 

 

  (206,185)

 

 

 

  (184,210)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

585,502

 

 

$

    879,522

 


Depreciation expense was $7,110, $7,076, $21,975 and $21,873 for the three and nine months ended September 30, 2011 and 2010.


NOTE 3 INTANGIBLES


Intangibles at September 30, 2011 and December 31, 2010 consisted of:


 

 

 

September 30, 2011 (Unaudited)

 

 

December 31, 2010 (Audited)

 

 

Capitalized loan costs

 

$

   6,915

 

 

$

   6,915

 

 

Less accumulated amortization

 

 

  (5,860)

 

 

 

  (4,611)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

    1,055

 

 

$

    2,304

 

 

 

 

 

 

 

 

 

 

 



Amortization of capitalized loan fees was $432, $432, $1,249 and $1,249 for the three and nine months ended September 30, 2011 and 2010, respectively. Future amortization of capitalized loan fees is expected to be:


 

2011

 

 

 

 

 

$

   288

 

 

2012

 

 

 

 

 

 

      767

 

 

Thereafter

 

 

 

 

 

 

         --

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

$

   1,055

 

 

 

 

 

 

 

 

 

 

 


NOTE 4 PREPAID LEGAL EXPENSE AND CONTINGENT LIABILITY


During 2010 the founding stockholders of the Company engaged the services of an attorney to assist them in the preparation and filing of Form S-1 with the Securities and Exchange Commission to register as an issuer under the Securities and Exchange Acts. In connection with the filing of this registration statement the founding stockholders agreed to pay the attorney $125,000 for the preparation and filing of Form S-1. In return for the prepayment of $125,000 in legal fees the founding stockholders were issued 60,000,000 shares of the Company’s common stock which was the initial stock issuance for Immobiliare Global Investments, Inc.


The $125,000 advanced to the attorney by the Stockholders on behalf of the Company has been recognized as prepaid legal fees at September 30, 2011 and December 31, 2010. When the registration statement is deemed to be effective by the SEC the entire amount will be charged to operations.


Upon effective date of the registration statement by the SEC the agreement with the attorney calls for an additional payment of $50,000 that will be paid by the Company. Since there has been no amounts advanced to the attorney by anyone for this additional fee and the service that this fee is related to has not yet been provided this $50,000 contingent fee has not been recorded in the Company’s financial statements at September 30, 2011 or December 31, 2010.


NOTE 5 LINE OF CREDIT PAYABLE


The Company has a line of credit with a local credit union for $6,000. The line of credit is unsecured, bears interest at 18% per annum and matures annually. At September 30, 2011 and December 31, 2010 the balance drawn on the line of credit was $ 5,140 and $ 4,253, respectively.  At September 30, 2011, the Company had $860 of credit available on this line.


NOTE 6 INCOME TAXES


During the nine months ended September 30, 2011 and 2010, the Company had losses of $195,659 and income of $560, respectively. The losses generated $8,200 and $200 in deferred federal and state income tax provisions using a blended income tax rate of 37.25% after an allowance for deferred tax asset realization.


The components of income tax expense attributable to continuing operations for the nine months ended September 30, 2011 and 2010 are as follows:





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2011

 

 

2010

 

 

Deferred federal and state income tax benefit

 


$


66,500

 


$


200

 

 

 

 

 

 

 

 

 

 

 

Current state income tax expense

 

 

6,500

 

 

 

 

 

Change in allowance for deferred tax assets

 

 

  (81,200)

 

 

 

      -

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income tax (benefit)

 

$

8,200

 

 

$

      200

 

 

 

 

 

 

 

 

 

 

 


The net deferred income tax assets in the accompanying consolidated balance sheets include the following amount of deferred income tax assets At September 30, 2011 and December 31, 2010:


 

 

 

September 30, 2011

 

 

December 31, 2010

 

Deferred income tax asset:

 

 

 

 

 

 

 

 

 

Net operating loss carry-forward

 

$

34,900

 

 

$

8,200

 

Accrued officer compensation

 

 

31,300

 

 

$

           --

 

Stock-based compensation

 

 

14,900

 

 

 

 

 

Allowance on deferred tax assets

 

 

(81,100)

 

 

 

   -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

   -

 

 

$

8,200

 


The net operating losses begin expiring in 2013.


NOTE 7 ACQUISITION NOTES PAYABLE TO STOCKHOLDERS


The former member of Thomas was given a note as consideration for the membership of Thomas Investment Holdings, Inc. together with 125,000 shares of restricted common stock of the Company. The note bears interest at 4.5%, and is payable in monthly interest only installments from January 1, 2011. The notes must be repaid by November 10, 2014 or the membership interests of Thomas Investment Holdings, Inc. must be returned to the holders. The notes are secured by membership interests in Thomas Investments, LLC and by the individual real properties owned by Thomas Investments, LLC and operated by the Company.  Wayne Middleton has designated a portion of this note to be payable to William Middleton under the same terms.  






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Acquisition note payables at September 30, 2011 and December 31, 2010 are as follows:


 

 

 

September 30, 2011

 

 

December 31, 2010

 

Note payable to Wayne Middleton, due November 10, 2014, with monthly payments of interest only, secures by membership interest in Thomas Investment Holdings and real estate.  $80,000 of this note is designated as payable to William Middleton under the same terms.

 

 








$








800,000

 

 








$








800,000

 


NOTE 8 MORTGAGE NOTES PAYABLE


The Company issued a number of mortgage notes to acquire property.  These notes are generally payable in monthly installments of interest and principle and secured by property in and around Salt Lake City, Utah (SLC).  Mortgage note payables at September 30, 2011 and December 31, 2010 are as follows:


 

 

 

September 30, 2011

 

 

December 31, 2010

 

Note to a credit union, interest at 6%, due in monthly installments of $1,876, including interest, secured by a home and duplex on Major St, SLC and maturing May 2014

 

 




$




244,702

 

 




$




250,623

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 6.63%, due in interest only installments of $496, including interest, secured by 1414 S 900 W, SLC and maturing in November 2034

 

 

 




  89,825

 

 

 




  89,825

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 9.75%, due in monthly installments of $206, including interest, secured by 1414 S 900 W, SLC and maturing August 2020

 

 

 




  22,894

 

 

 




  23,090

 

 

 

 

 

 

 

 

 

 

 

Note to a bank, interest at 6.75%, due in interest only installments of $526, including interest, secured by 476 S Concord, SLC and maturing November 2035

 

 

 




  93,597

 

 

 




  93,600

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 11.5%, due in monthly installments of $248, including interest, secured by 476 S Concord, SLC and maturing November 2020

 

 

 



  24,257

 

 

 



  24,405

 

 

 

 

 

 

 

 

 

 

 

Note to a bank, interest at 7.735%, due in interest only installments of $587, including interest, secured by 345 N 1200 W, SLC and maturing November 2035

 

 

 




  87,749

 

 

 




  88,154

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 10%, due in monthly installments of $158, including interest, secured by 345 N 1200 W, SLC and maturing November 2035

 

 

 




  17,247

 

 

 




  17,384

 

 

 

 

 

 

 

 

 

 

 

Note to a bank, interest at 8.79%, due in interest only installments of $699, including interest, secured by 1111 W 900 S, SLC and maturing November 2035

 

 

 




  85,857

 

 

 




  86,209

 

 

 

 

 

 

 

 

 

 

 

Note to a finance company, interest at 10%, due in monthly installments of $155, including interest, secured by 1111 W 900 S, SLC and maturing November 2035

 

 

 




  16,715

 

 

 




  16,864

 

 

 

 

 

 

 

 

 

 

 

Note to a credit union, interest at 5%, due in monthly installments of $1,546, including interest, secured by land and buildings on Major St, SLC and maturing April 2026

 

 

 




192,168

 

 

 




196,495

 

 

 

 

 

 

 

 

 

 

 

 

Total mortgage notes receivable

 

 

 

875,011

 

 

 

886,649

 

Less current portion of mortgage notes payable

 

 

 

  12,280

 

 

 

  12,280

 

 

 

 

 

 

 

 

 

 

 

Long-term portion of mortgage notes payable

 

 

$

862,731

 

 

$

874,369

 

 

 

 

 

 

 

 

 

 

 


Aggregate maturities of mortgage notes payable for each of the next five years is as follows:


 

 

2011

 

 

 

 

$

  12,280

 

 

 

2012

 

 

 

 

 

  12,840

 

 

 

2013

 

 

 

 

 

  13,411

 

 

 

2014

 

 

 

 

 

235,534

 

 

 

2015

 

 

 

 

 

  14,574

 

 

 

Thereafter

 

 

 

 

 

586,372

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

875,011

 

 

 

 

 

 

 

 

 

 

 






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NOTE 9 EQUITY


Preferred Stock Rights and Privileges

The Company is authorized to issue 100,000,000 of preferred stock with a par value of $0.0001 per share.  Currently there are a total of 100,000 shares of Preferred "C" shares outstanding.  There are no Preferred “A” or “B” shares designated at this time.  Each Preferred "C" Share is entitled to cast five thousand (5,000) votes. These shares were issued in proportional amounts to the original founding stockholders, no payment was received. The class "C" preferred stock has no equity conversion rights. The shares contain a restriction on transferability which prohibits the transfer of the shares without prior written approval of the Board of Directors of the Company.


There were no preferred shares issued during the nine months ended September 30, 2011 and 2010.


Common Stock issues

The Company is authorized to issue up to 400,000,000 shares of common stock with a par value of $0.001 per share.


In January 2011, the Company issued 1,000,000 shares each to the four directors as compensation for services.  This stock was valued at $10,000 per director.


On March 31, 2011, the Company issued 80,000 shares to an unrelated party for $20,000 cash.


On April 25, 2011, the Company issued 120,000 shares to an unrelated party for $30,000 cash.


NOTE 10 – ABANDONED PROPERTY COSTS

During the nine months ended September 30, 2011, the Company advanced $25,000 to an unrelated company that management was considering for investment.  When the two companies were unable to agree on terms to invest, the advanced payments were considered to be uncollectable and were expensed.


NOTE 11 – RELATED PARTY TRANSACTIONS


The Company made a total of $21,000 in interest payments on the acquisition notes payable to two stockholders.  Another $6,000 of interest was accrued at September 30, 2011.


The directors of the Company had agreements providing them compensation of $7,000 per month starting in January 2011.  Each of the four directors accrued $21,000 in compensation for the first quarter.  The board agreed to stop these accruals as of April 1, 2011 until further notice.  None of this compensation has been paid.  The accrued salary is shown on the balance sheet as accrued compensation and the expense is shown on the statement of operations for the nine months ended September 30, 2011 as part of the general and administrative operating expenses.


From time to time an officer may pay an expense for or loan money to the Company with the expectation of being reimbursed.  These loans are temporary in nature, do not accrue interest and are unsecured.  In April, 2011, an officer loaned the Company $2,000 for working capital needs.  This was paid back before June 30, 2011.  At September 30, 2011, the Company owed $4,601 to officers for temporary loans.






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NOTE 12 – CONTINGENCIES


From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.






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TABLE OF CONTENTS

PROSPECTUS SUMMARY

SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

A NOTE CONCERNING FORWARD-LOOKING STATEMENTS

USE OF PROCEEDS

DETERMINATION OF OFFERING PRICE

DILUTION

SELLING SECURITY HOLDERS

PLAN OF DISTRIBUTION

Resale Offering

DESCRIPTION OF SECURITIES TO BE REGISTERED

INTEREST OF NAMED EXPERTS AND COUNSEL

INFORMATION WITH RESPECT TO THE REGISTRANT

Description of Business

Description of Property

Legal Proceedings

Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters

Reports to Security Holders

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Business

Results of Operation

Liquidity & Capital Resources

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Directors and Executive Officers

Executive Compensation

Compensation Committee Interlocks and Insider Participation

Security Ownership of Certain Beneficial Owners and Management

Transactions With Related Persons, Promoters and Certain Control Persons

Director Independence

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

INDEX TO FINANCIAL STATEMENTS

 

 

 

 












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DEALER PROSPECTUS DELIVERY OBLIGATION

Until

 (90 days after the effective date), 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 dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The selling stockholders are offering and selling shares of our common stock only to those persons and in those jurisdictions where these offers and sales are permitted.


You should rely only on the information contained in this prospectus, as amended and supplemented from time to time. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. The information in this prospectus is complete and accurate only as of the date of the front cover regardless of the time of delivery or of any sale of shares. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has not been a change in our affairs since the date hereof.


This prospectus has been prepared based on information provided by us and by other sources that we believe are reliable. This prospectus summarizes information and documents in a manner we believe to be accurate, but we refer you to the actual documents or the agreements we entered into for additional information of what we discuss in this prospectus.





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PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 13. Other Expenses Of Issuance And Distribution.

The following table sets forth the costs and expenses payable by Immobiliare Global Investments, Inc. in connection with the sale of the securities being registered.  We will bear all the costs and expenses associated with the preparation and filing of this registration statement including the registration fees of the selling security holders.  All amounts are estimates except the Securities and Exchange Commission registration fee and the Accounting Fees and Expenses:

Registration Fee

$1,451.25

Federal taxes, state taxes and fees

$0.00

Printing and Engraving Expenses

$0.00

Accounting Fees and Expenses

$7,500.00

Legal Fees and Expenses

$175,000.00

Transfer Agent’s Fees and Expenses

$2,000.00

Miscellaneous

$5,000.00

Total

$190,951.25

Item 14. Indemnification of Directors and Officers.

Our Bylaws permit the corporation to indemnify a director, officer or control person of the corporation for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expense.

In addition, our By-Laws permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether or not Florida law would permit indemnification.  We have not obtained any such insurance at this time.

We have been advised that it is the position of the Securities and Exchange Commission that insofar as the foregoing provisions may be invoked to disclaim liability for damages arising under the Securities Act of 1933, as amended, that such provisions are against public policy as expressed in the Securities Act and are therefore unenforceable.

CODE OF ETHICS

We have adopted a code of ethics as of May 2011 that applies to our principal executive officer, principal financial officer and principal accounting officer as well as our employees.  Our standards are in writing and will be posted on our website once our site is operational.  Our complete Code of Ethics has been attached to this registration statement as an exhibit.  Our annual report filed with the Securities Exchange Commission will set forth the manner in which a copy of our code may be requested at no charge.  The following is a summation of the key points of the Code of Ethics we adopted:


·

Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·

Full, fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission an in other public communications made by our company;

·

Full compliance with applicable government laws, rules and regulations;

·

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

·

Accountability for adherence to the code.







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WHERE YOU CAN FIND MORE INFORMATION

We will file reports and other information with the U.S. Securities and Exchange Commission.  You may read and copy any document that we file at the SEC’s public reference facilities at 100 F Street N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-732-0330 for more information about its public reference facilities.  Our SEC filings will be available to you free of charge at the SEC’s web site at www.sec.gov.


Item 15. Recent Sales of Unregistered Securities.

Set forth  in the table below is information regarding the issuance and sales of Immobiliare Global Investments, Inc.’s common stock without registration at inception (July 2, 2010).  No sales involved the use of an underwriter and no commissions were paid in connection with the sale of any securities.  The following securities of Immobiliare Global Investments, Inc. were issued by Immobiliare Global Investments, Inc. within the past three (3) years and were not registered under the Securities Act of 1933: The shares of our common stock were issued pursuant to Section 4(2) of the Securities Act of 1933 and the exempt transaction provisions of applicable state law.   All shareholders in our Section 4(2) offering are sophisticated investors who are personally known by our Chief Executive Officer, Wayne Middleton.  Each shareholder had sufficient knowledge and experience in finance and business matters to evaluate the risks and merits of the investment or was otherwise able to bear the economic risks of an investment in our company.  Additionally, each shareholder was provided with access to the type of information about our company that would normally be provided in a prospectus.  Finally, the shareholders agreed not to resell or distribute the securities to the public and were aware that each certificate representing shares of our common stock would bear a restrictive transfer legend to prevent any unauthorized distribution.

On November 10, 2010 the Company issued our four founding directors 25,000 shares each of our Preferred Class "C" Shares. Each Preferred Class "C" Share is entitled to cast Five Thousand (5,000) votes. These shares were issued in proportional amounts to the original founding stockholders with no payment being received. The Class "C" preferred stock has no equity conversion rights. The shares contain a restriction on transferability which prohibits the transfer of the shares without prior written approval of the Board of Directors of the Company.



Name of Stockholder

Shares Received

Date Shares Sold

Consideration

Wayne Middleton

15,000,000

July 1, 2010

$31,250

Wayne Middleton

100,000

November 10, 2010

$10,000

Wayne Middleton

1,000,000

January 7, 2011

$10,000

Charles Irizarry

15,000,000

July 1, 2010

$31,250

Charles Irizarry

1,000,000

January 7, 2011

$10,000

David Skutt

15,00,000

July 1, 2010

$31,250

David Skutt

1,000,000

January 7, 2011

$10,000

Henrik Zohrabians

15,000,000

July 1, 2010

$31,250

Henrik Zohrabians

1,000,000

January 7, 2011

$10,000

Anthony W. Middleton, Jr.

200,000

November 2010

$20,000

William J. Middleton

25,000

November 10, 2010

$2,500

Lamar Sanders

80,000

March 31, 2011

$20,000

Central Bank FBO Ryan

Fouts  IRA

120,000

April 25, 2011

$30,000




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Item 16. Exhibits and Financial Statement Schedules. The following Exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-K.  All Exhibits are attached hereto unless otherwise noted.

Exhibit No.

Description

3.1

Articles of Incorporation

3.2

By-Laws

5

Opinion Regarding Legality and Consent of Counsel:  by Clifford J. Hunt, Esq.

10.1

Promissory Note to A. Wayne Middleton

10.2

Purchase and Sale Agreement b/t Company and A. Wayne Middleton

10.3

Composite Exhibit of Mortgage Notes

14

Code of Ethics

15

Independent Auditor’s Consent by Randall N. Drake, CPA, P.A. re Report on Interim Financial Stmts.

Statements

16

Letter From Former Accounting Firm

21

List of Subsidiaries

23.1

Consent of Experts and Counsel:  Independent Auditor’s Consent by Randall N. Drake, CPA, P.A.

Item 17. Undertakings.

(a) Rule 415 Offering.  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 the volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

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

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each 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 which remain unsold at the termination of the offering.

(4)  In so far as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, 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 Securities 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 of 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)  If the registrant is subject to Rule 430C, 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



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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.


(h) Request for Acceleration of Effective Date or Filing of Registration Statement Becoming Effective Upon Filing.


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.






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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Salt Lake City, State of Utah, on December 20, 2011.

(Registrant)

IMMOBILIARE GLOBAL INVESTMENTS, INC.

By:  /s/ Wayne Middleton

Wayne Middleton, CEO

Principal Executive Officer



By:  /s/ Bradford P. Margetts

Bradford P. Margetts,

Principal Financial Officer,

Principal Accounting Officer


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.



Name

Title

Date


By:/s/ Wayne Middleton

CEO, Director

December 20, 2011

Wayne Middleton



By: /s/ Charles Irizarry

VP, Director

December 20, 2011

Charles Irizarry



By: /s/ David Skutt

Director

December 20, 2011

David Skutt



By: /s/Henrik Zohrabians

Director

December 20, 2011

Henrik Zohrabians



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