INITIAL DISCLOSURE INFORMATION. November 8, 2013

Transcription

1 INITIAL DISCLOSURE INFORMATION November 8, 2013 We previously were a shell Company, therefore the exemption offered pursuant to Rule 144 is not available. Anyone who purchased securities directly or indirectly from us or any of our affiliates in a transaction or chain of transactions not involving a public offering cannot sell such securities in an open market transaction, unless the provisions of Rule 144(i) have been complied with.

2 Item 1. Name of the Issuer and Its Predecessor (If Any). California Style Palms, Inc. formerly known as Holdings US, Inc. Item 2. The Address of the Issuer s Principal Executive Offices. Company s Headquarters California Style Palms, Inc West Coast Highway Newport Beach, CA (714) IR Contact Not Applicable 3. Security Information Trading Symbol CFPI CUSIP Number: 13080W105 Par or Stated Value: Common Stock with a $ par value. Preferred Stock with a $ par value. Total shares authorized: 500,000,000 shares of Common Stock as of September 30, ,000,000 shares of Preferred Stock as of September 30, Total shares outstanding: 12,427,000 shares of Common Stock as of September 30, 2013 No Classes, Series or Shares of Preferred Stock were issued and outstanding at September 30, Transfer Agent Olde Monmouth Stock Transfer 200 Memorial Parkway Atlantic Highlands, NJ Phone (732) Fax (732) The transfer agent is registered under the Exchange Act and its regulatory authority is the Securities & Exchange Commission. List any restrictions on the transfer of the security: NONE Describe any trading suspension orders issued by the SEC in the past 12 months: NONE. 1

3 4. Issuance History List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list shall include all offerings of securities, whether private or public, and all shares of any other securities or options to acquire such securities issued for services, describing (1) the securities, (2) the persons or entities to whom such securities were issued and (3) the services provided by such persons or entities. With respect to private offerings of securities, the list shall also indicate the identity of the persons who purchased securities in such private offering; provided, however that in the event that any such person is an entity, the list shall also indicate (a) the identity of each natural person beneficially owning, directly or indirectly, more than ten percent (10%) of any class of securities for such entity. The Issuer has issued the following securities during the last two fiscal years ended December 31, 2012 and 2011 and during the nine months ended September 30, Date of Offering Type of Equity Number of Shares Name of Person/Entity Consideration Private or Public Offering 9/30/2013 Common Stock 10,500,000 Gregory Palm Farms, LLC* Business operations, Inventory, Assets Private * Mr. Gregory, our Chief Executive Officer and a Director of the Company, is the owner and manager of Gregory Palm Farms, LLC., as such he is the beneficial owner of these shares. 5. Financial Statements. The unaudited financial statements for the years ended December 31, 2012 and 2011 and the nine months ended September 30, 2013 of the issuer are hereby incorporated by reference and have been posted on otcmarkets.com on November 11, Describe the Issuer s Business, Products and Services. a. A description of the issuer s business operations. The Company owns and operates the business of Gregory Palm Farms, LLC. The operations were acquired in a stock transaction for 10,500,000 shares of California Style Palms, Inc. s Common Stock on September 30, Gregory Palm Farms, LLC s produces palms suitable for the Southern California area. We are fourth generation farm with a passion to grow our own products and love what we do. We pride ourselves in the fact that all of our palm trees are California grown and are therefore, more suitable to the environments we market. The Company owns and operates several farms in California, and have set up our central location in Orange, Orange County. In Orange, we are able to operate the business, and show a large variety of our field grown stock without having to travel the distance to our growing grounds. The Pauma Valley farm is our largest growing location of palms, its unique location allows the palms 2

4 to tolerate weather conditions down to 20 degrees and handle snow a few weeks out of the year. With these varying temperatures, we can supply cold, hardy palm trees to the Northwestern and Southeast states. The assets acquired in the above described transaction include: Three farms in Orange County, California, Pauma Valley, California and Hawaii Equipment and buildings for farm operations, shipping and crane services Inventory including o Canary Island Date Palms o Queen Palms o King Palms o Triange Palms o Large Sago Palms o Washingtonia o Date Palms Retail and wholesale operations Gregory Palm Farms, LLC ( Gregory Palm Farms ), located in Orange, California, is a fourth generation palm tree farm. Gregory Palm Farms is both family owned and operated. Mr. Burl Gregory, our President and Chairman, both owns and operates Gregory Palm Farms. Gregory Palm Farms has farms in Orange County and Pauma Valley in California and Hawaii. The Company intends to continue operations in the growing and sale of palm trees, but will using 87 acres of non-farming acreage begin the construction of a solar farm on the property. Management intends to augment the revenue of the palm tree farm with not only revenue from palm tree sales, but also sale of solar produced electricity and the sale of carbon credits. Management of the Company intends to acquire additional palm tree farms, though no such acquisitions have been entered into as of September 30, Management has identified and prioritized acquisition targets. b. The Issuer s primary and secondary SIC Codes: Primary SIC Code: 800 Forestry Secondary SIC Code: N/A c. The issuer s fiscal year end date: December 31 st. d. Principal products or services and their markets: Gregory Palm Farms offers 19 varieties of palm trees for sale for decorative purposes. The palm trees are grown at one of three locations and can be delivered and replanted in not only California, but also Nevada, Arizona and Hawaii. The Company intends use non-productive areas of the farms to develop solar produced electricity in the California area, upon the completion of a construction of a proposed solar farm(s). 3

5 While the company focuses its current marketing efforts in the southwest United States (California, Arizona and Nevada) and Hawaii, the market for decorative and ornamental palms in the United States reaches throughout the south and southeast with major market opportunities including Florida and Texas. The ornamental and decorative palm farming and sales business is characterized by fragmented smaller operators serving largely local markets. These smaller operations tend to be family owned and operated, often through several generations. Competition also tends to be fragmented and farmed local market based for retail sales, largely geographically centered on the farming operation. For commercial sales, the key marketing considerations in the industry is varieties of palms, availability and price as suppliers complete to fulfill commercial landscape jobs. These industry dynamics lend themselves to a strategy of consolidation. 7. Describe the Issuer s Facilities. The Company s facilities include the corporate offices located in Newport Beach, California which is operated from leased offices. The operations and three farm locations of the Gregory Palm Farms, LLC acquisition including the inventory, buildings and equipment required to operate the farms, harvest, deliver and install the product to retail and wholesale customers. The facilities are located in southern California and Hawaii and are located to serve California, Hawaii, Nevada and Arizona primarily. 8. Officers, Directors, and Control Persons a.names of Officers, Directors and Control Persons: Name Officer, Director or Control Person Burl Gregory Chief Executive Officer and Director Jeff Huitt Consulting Chief Financial Officer and Corporate Secretary Edward Truitt President Gregory Palm Farms, LLC.* Greater than 5% Shareholder * Mr. Gregory, our Chief Executive Officer and a Director of the Company, is the owner and manager of Gregory Palm Farms, LLC., as such he is the beneficial owner of these shares. b. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses): NONE 2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities, or banking activities; NONE 4

6 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator or a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or NONE 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities. NONE c. Beneficial Shareholders. Provide a list of the name, address and shareholdings of the percentage of shares owned by all persons beneficially owning more than 10% of any class of the issuer s equity securities. If any of the beneficial shareholders are corporate shareholders, provide the name and address of the person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders. Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class (1) Burl Gregory CEO and Director (2) Common Stock 11,736,796 94% Jeff Huitt, Consulting CFO Common Stock 0 0% Gregory Palm Farms, LLC Common Stock 10,500, % (2) (1) Based upon 12,427,000 shares of common stock issued and outstanding on September 30, (2) Mr. Gregory holds 1,236,796 shares of common stock directly. He holds 10,500,000 shares of common stock beneficially through Gregory Palm Farms, LLC of which he is an owner and manager. 9. Third Party Providers. Legal Counsel: Michael A. Littman, Attorney at Law 7609 Ralston Road, Arvada, CO Phone: malattyco@aol.com Accountant or Auditor: Jeff Huitt 2000 Wadsworth Blvd, #179 Lakewood, CO Phone: jeffhuitt@gmail.com 5

7 Investor Relations Consultant: None at this time. Other Advisor: None at this time. (REST OF THE PAGE INTENTIONALLY LEFT BLANK) 6

8 10. Issuer Certification I, Burl Gregory, certify that: 1. I have reviewed this Information Statement and Disclosure Update of California Style Palms, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Date: November 11, 2013 By: /s/ Burl Gregory Burl Gregory, Chief Executive Officer and Director I, Jeff Huitt, certify that: 1. I have reviewed this Information Statement and Disclosure Update of California Style Palms, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Date: November 11, 2013 By: /s/jeff Huitt Jeff Huitt, Consulting Chief Financial Officer 7