UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K




(Mark One)




[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2010




[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from ___________to ___________




Commission File No. 000-54070




GSP-1, INC.


(Name of small business issuer in its charter)




NEVADA

27-3120288(State or other jurisdiction of

(IRS Employer Identification No.)incorporation or organization)650 Sweet Bay AvenuePlantation, Florida

33324(Address of principal executive offices)

(Zip Code)




_______________




(Registrant’s telephone number, including area code)




Securities registered under Section 12(b) of the Exchange Act:




Title of each class registered:

Name of each exchange on which registered:None

None




Securities registered under Section 12(g) of the Exchange Act:




Common Stock, 100,000,000, par value $0.001


(Title of class)




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.




Yes[ ] No[x]











Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.




Yes[ ] No[x]




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).




Yes[ ] No[ ]




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.




Yes[x]  No[ ]




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. [x]




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




Large accelerated filer
[ ]
Accelerated filer
[ ]Non-accelerated filer
[ ]
Smaller reporting company
[x](Do not check if a smaller reporting company)




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).






Yes [x] No [ ]




As of March 23, 2011, the registrant had 1,000,000 shares of its common stock outstanding.




Documents Incorporated by Reference: None.














TABLE OF CONTENTS




PAGEPART IITEM 1.
Business
1ITEM 1A.
Risk Factors
3ITEM 2.
Properties
3ITEM 3.
Legal Proceedings
4ITEM 4.
(Removed and Reserved)
4PART IIITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
4ITEM 6.
Selected Financial Data
4ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
4ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
6ITEM 8.
Financial Statements and Supplementary Data
6ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
7ITEM 9A(T).
Controls and Procedures
7PART IIIITEM 10.
Directors, Executive Officers and Corporate Governance
8ITEM 11.
Executive Compensation
9ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
10ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
10ITEM 14.
Principal Accounting Fees and Services
11PART IVITEM 15.
Exhibits, Financial Statement Schedules
12SIGNATURES
13








i






PART I






ITEM 1. BUSINESS




(a) Business Development




GSP-1, INC. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the State of Nevada on December 31, 2009.  The Company was formed as a vehicle to pursue a business combination and has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with, an existing company. The Company selected December 31 as its fiscal year end. Our accountant has issued a going concern opinion regarding our business operations.




(b) Business of Issuer





The Company, based on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. There is no assurance that we will be able to successfully conclude a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.




The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.




The analysis of new business opportunities will be undertaken by or under the supervision of Peter Goldstein, the sole officer and director of the Registrant. As of the date of this report, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:





(i)  Potential for growth, indicated by new technology, anticipated market expansion or new products;





(ii) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;





(iii)  Strength and diversity of management, either in place or scheduled for recruitment;





(iv)  Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;





1




(v)  The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;





(vi)  The extent to which the business opportunity can be advanced;





(vii)  The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and





(viii)  Other relevant factors.





In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant's limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.





FORM OF ACQUISITION





The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters. There may be inherent conflicts of interest between entities in which Mr. Goldstein is involved. A conflict of interest may arise due to our sole officer and director being a shareholder of blank check companies which are seeking an acquisition target at the same time as GSP-1, Inc. We do not intend to consummate a business combination or transaction involving any related parties.








Our sole officer and director is a shareholder and former officer and director of GSP-2, Inc., which had a Form 10 Registration Statement become effective with the SEC on October 4, 2010.  China Renewable Energy Holdings Inc. which had a Form 10 Registration Statement become effective with the SEC on January 19, 2008, Regenesis Centers, Inc. which had a Form 10 Registration Statement become effective with the SEC on September 18, 2005, International Mergers and Acquisition Corp. which had a Form 10 Registration Statement become effective with the SEC on September 6, 2007 and Equity Ventures Group, Inc. which had a Form 10 Registration Statement become effective with the SEC on September 27, 2004. On February 11, 2011, GSP-2, Inc. entered into a Share Exchange Agreement with Shiny Gold Holdings Limited, a British Virgin Islands company (“Shiny Gold”), and its shareholders pursuant to which GSP-2, Inc. acquired all of the shares of Shiny Gold.  As a result and based on GSP-2’s filings with the SEC, GSP-2, Inc. is now a holding company, which, through Shiny Gold and its subsidiaries, sells high quality agricultural products as raw materials for commercial livestock feeding and other renewable energy uses.  For more information on GSP-2, Inc., please refer to that company’s filings with the SEC.  On April 24, 2008 China Renewable Energy Holdings entered into a Share Exchange Agreement with China Clean and Renewable Energy Limited, a Hong Kong Corporation. For additional information on China Renewable Energy Holdings, Inc., please refer to that company’s filings with the SEC. On August 31, 2006, Regenesis Centers, Inc., entered into a Stock Purchase Agreement and Share Exchange Agreement with the Institute of Advanced Medicine. At this time, we are unaware of any current operating status of Regenesis Centers, Inc. For additional information on Regenesis Centers, Inc., please refer to that company’s filings with the SEC.  Based upon filings with the SEC, as of the current date neither International Mergers and Acquisition Corp. or Equity Ventures Group, Inc. has entered into a reverse merger agreement or any other type of acquisition.  China Renewable Energy Holdings, Inc. is the only one of these entities to generate any revenue since inception.





For additional information regarding our sole officer and director’s previous blank check company experience please refer to Item 10, Directors and Executive Officers.





2






It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.





The present stockholder of the Registrant will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all, or a majority of, the Registrant's directors may resign and one or more new directors may be appointed without any vote by stockholders.





It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.





We presently have no employees, other than our management. Our sole officer and director is engaged in outside business activities and anticipates that he will devote to our business approximately five (5) hours per week until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.





(c) Reports to security holders.





(1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.





(2) The Company is a reporting company under the Exchange Act and files current and periodic reports as required by the Exchange Act.





(3) The public may read and copy any materials the Company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.





ITEM 1A. RISK FACTORS




Not applicable because we are a smaller reporting company.




ITEM 2. PROPERTIES




The Company neither rents or owns any properties.  We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.





3




ITEM 3. LEGAL PROCEEDINGS






There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.






ITEM 4. (REMOVED AND RESERVED)






None.






PART II




ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES




(a) Market Information.





The Company’s common stock is not traded or quoted on any stock exchange or over the counter market. The Company is not aware of any market activity in its common stock since its inception through the date of this filing.





(b) Holders.





As of March 23, 2011, there was one record holder of an aggregate of 1,000,000 shares of the Company’s common stock.





(c) Dividends.





The Registrant has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Registrant's business.




ITEM 6. SELECTED FIANANCIAL DATA




Not applicable because we are a smaller reporting company.




ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.




The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.







4


We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.





We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.





During the next 12 months we anticipate incurring costs related to:





(i)
filing of Exchange Act reports, and





(ii)
consummating an acquisition.





We believe the cost associated with the filing of Exchange Act reports and consummating an acquisition will be approximately five thousand dollars ($5,000.00). In addition, we anticipate an approximate cost of five thousand dollars ($5,000.00) for accountants, attorneys and others, associated with investigating specific business opportunities, and the negotiation, drafting and execution of relevant agreements. We believe we will be able to meet these costs through additional amounts, as necessary, to be loaned by or invested in us by Mr. Peter Goldstein, our sole officer and director. We currently have no written contractual agreements in place with Mr. Goldstein to provide such funding; however, Mr. Goldstein has verbally agreed to provide such funding until we engage in business activities that provide cash flow sufficient to cover the costs of investigating and analyzing business combinations.





We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.





We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. We do not have any material commitments for capital expenditures relating to the next twelve (12) months.





Our officer and director has had preliminary contact or discussions with a representative of an entity regarding a business combination with us.  Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our sole officer and director intends to seek out an entity to conduct a business combination by networking and communicating with several attorneys, accountants and investment banking firms in the industry. Our officer and director will be the sole individual assisting us with this process.





Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.




5





We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.




Liquidity and Capital Resources




On February 1, 2011, the Company held the initial closing of a private placement (“Offering”) of an aggregate of 250,000 shares of Series A Convertible Preferred Stock, par value 0.001 per share, (“Series A Preferred Stock”) in the aggregate amount of $125,000 with certain accredited investors pursuant to certain subscription agreements.  On February 15, 2011, the Company held the final closing of an aggregate of 150,000 shares of Series A Preferred Stock in an aggregate amount of $75,000 as part of the Offering.




Off-Balance Sheet Arrangements




We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).




Critical Accounting Policies





Income Taxes


The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


ITEM 7A. QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK






Not applicable because we are a smaller reporting company.






ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.






6
 
   GSP -1, INC.
 (A DEVELOPMENT STAGE COMPANY)
 
 
 
 CONTENTS
 
 
 PAGE
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
F-3
BALANCE SHEETS AS OF DECEMBER 31, 2010 AND DECEMBER 31, 2009PAGE
F-4
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010, THE ONE DAY PERIOD ENDED DECEMBER 31, 2009 AND THE PERIOD FROM DECEMBER 31, 2009 (INCEPTION) TO DECEMBER 31, 2010PAGE
F-5
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM DECEMBER 31, 2009 (INCEPTION) TO DECEMBER 31, 2010PAGE
F-6
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010, THE ONE DAY PERIOD ENDED DECEMBER 31, 2009 AND THE PERIOD FROM DECEMBER 31, 2009 (INCEPTION) TO DECEMBER 31, 2010PAGES
F-7-F-10
NOTES TO FINANCIAL STATEMENTS
   F-1
  
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors of:
 GSP-1, Inc.
 (A Development Stage Company)
  We have audited the accompanying balance sheets of GSP-1, Inc. (A Development Stage Company) (the "Company") as of December 31, 2010 and 2009 and the related statements of operations, changes in stockholders' deficiency and cash flows for the year ended December 31, 2010, the one day period ended December 31, 2009, and the period December 31, 2009 (Inception) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of GSP-1, Inc. (A Development Stage Company) as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the year ended December 31, 2010, the one day period ended December 31, 2009 and the period December 31, 2009 (Inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has a net loss of $12,488 from Inception, a working capital and a stockholders' deficiency of $11,488 as of December 31, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
   
 /s/ WEBB & COMPANY, P.A
 WEBB & COMPANY, P.A.
 Certified Public Accountants
  Boynton Beach, Florida
 March 31, 2011
     
 1500 Gateway Boulevard, Suite 202 • Boynton Beach, FL 33426
 Telephone: (561) 752-1721 • Fax: (561) 734-8562
 www.cpawebb.com
  F-2
   GSP -1, Inc.(A Development Stage Company)Balance SheetsAs of


As ofDecember 31, 2010


December 31, 2009ASSETSTotal Assets

$
-


$
-LIABILITIES AND STOCKHOLDERS' DEFICIENCYCurrent LiabilitiesAccounts Payable

$
11,488


$
830Total Liabilities


11,488



830Commitments and Contingencies


-



-Stockholders'  DeficiencyPreferred stock, $0.001 par value; 10,000,000 shares authorized,none issued  and outstanding


-



-Common stock, $0.001 par value; 100,000,000 shares authorized, 1,000,000


1,000



1,000and 1,000,000 issued and outstanding, respectivelyAdditional paid-in capital


-



-Deficit accumulated during the development stage


(12,488
)


(1,830
)Total Stockholders' Deficiency


(11,488
)


(830
)Total Liabilities and Stockholders' Deficiency

$
-



-
     F-3
  GSP -1, Inc.(A Development Stage Company)Statements of OperationsFor the Period fromFor the


For the One Day


December 31, 2009Year Ended


Period Ended


(Inception) toDecember 31, 2010


December 31, 2009


December 31, 2010Operating ExpensesProfessional fees

$
10,658


$
830


$
11,488Stock compensation


-



1,000



1,000Total Operating Expenses


10,658



1,830



12,488LOSS FROM OPERATIONS BEFORE INCOME TAXES


(10,658
)


(1,830
)


(12,488
)Provision for Income Taxes


-



-



-NET LOSS

$
(10,658
)

$
(1,830
)

$
(12,488
)Net Loss Per Share  - Basic and Diluted


(0.01
)


(0.00
)Weighted average number of shares outstanding


1,000,000



1,000,000during the period - Basic and Diluted
  
   F-4
  GSP -1, Inc.(A Development Stage Company)Statement of Changes in Stockholders' DeficiencyFor the period from December 31, 2009 (Inception) to December 31, 2010DeficitPreferred Stock


Common stock


Additional


accumulated during


Totalpaid-in


development


Stockholders'Shares


Amount


Shares


Amount


capital


stage


DeficiencyCommon stock issued for services to founder ($0.001/share)


-


$
-



1,000,000


$
1,000


$
-


$
-


$
1,000Net loss per share for the one day period ended December 31, 2009


-



-



-



-



-



(1,830
)


(1,830
)Balance, December 31, 2009


-



-



1,000,000



1,000



-



(1,830
)


(830
)Net loss for the year ended December 31, 2010


-



-



-



-



-



(10,658
)


(10,658
)Balance, December 31, 2010


-


$
-



1,000,000


$
1,000


$
-


$
(12,488
)

$
(11,488
)
  
  F-5
   GSP -1, Inc.(A Development Stage Company)Statements of Cash FlowsFor thePeriod fromFor the One Day


December 31, 2009For the Year Ended


Period Ended


(Inception) toDecember 31, 2010


December 31, 2009


December 31, 2010Cash Flows From Operating Activities:Net Loss

$
(10,658
)

$
(1,830
)

$
(12,488
)Adjustments to reconcile net loss to net cash used in operationsCommon stock issued for services


-



1,000



1,000Changes in operating assets and liabilities:Increase in accounts payable and accrued expenses


10,658



830



11,488Net Cash Used In Operating Activities


-



-



-Cash Flows From Investing Activities:


-



-



-Cash Flows From Financing Activities:


-



-



-Net Increase in Cash


-



-



-Cash at Beginning of Period


-



-



-Cash at End of Period

$
-


$
-


$
-Supplemental disclosure of cash flow information:Cash paid for interest

$
-


$
-


$
-Cash paid for taxes

$
-


$
-


$
-
    
 F-6
 
  GSP - 1, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2010 AND 2009
 NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
 
 (A) Organization
 
 GSP-1, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on December 31, 2009.  The Company was organized to provide business services and financing to emerging growth entities.
 
 The Company was formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. It has been in the developmental stage since inception and has no operations to date. It will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that it will be successful in locating or negotiating with any target company.
 
 Activities during the development stage include developing the business plan and raising capital.
 
 (B) Use of Estimates
 
 In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.
 
 (C) Cash and Cash Equivalents
 
 The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  As of December 31, 2010 and December 31, 2009, the Company had no cash equivalents.
 
 (D) Loss Per Share
 
 Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of December 31, 2010 and 2009, there were no common share equivalents outstanding.
 
 F-7
 
  GSP - 1, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2010 AND 2009
 (E) Income Taxes
 
 The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
  
 As of December 31, 2010, the Company has a net operating loss carryforward of approximately $11,400 available to offset future taxable income through 2030. The increase in the valuation allowance at December 31, 2010 was $3,624.
 
 (F) Business Segments
 
 The Company operates in one segment and therefore segment information is not presented.
 
 2010


2009Expected income tax recovery (expense) at the statutory

$
(3,624
)

$
(622
)rate of 34%Tax effect of expenses that are not deductible for income tax


-



340purposes (net of other amounts deductible for tax purposes)Change in valuation allowance


3,624



282Provision for income taxes

$
-


$
-The components of deferred income taxes are as follows:2010



2009Deferred income tax asset:Net operating loss carryforwards

$
3,906


$
282Valuation allowance


(3,906
)


(282
)Deferred income taxes

$
-


$
-
 
 
 
 F-8
 
  GSP - 1, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2010 AND 2009
 (G) Revenue Recognition
 
 The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
 
 (H)Fair Value of Financial Instruments
 
 The carrying amounts reported in the balance sheets for accounts payable approximate fair value based on the short-term maturity of these instruments.
 NOTE 2
STOCKHOLDERS' DEFICIENCY
 Stock Issued for Services
 
 On December 31, 2009, the Company issued 1,000,000 shares of common stock to its founder having a fair value of $1,000 ($0.001/share) in exchange for services provided (See Note 3).
 NOTE 3
RELATED PARTY TRANSACTION
 On December 31, 2009, the Company issued 1,000,000 shares of common stock to its founder having a fair value of $1,000 ($0.001/share) in exchange for services provided (See Note 2).
 NOTE 4
GOING CONCERN
 As reflected in the accompanying financial statements, the Company is in the development stage with limited operations.  The Company has a net loss of $12,488 from inception and has a working capital and stockholders’ deficiency of $11,488 at December 31, 2010. This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain funding from its principal stockholder and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 Management believes that actions presently being taken to obtain additional stockholder loans and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
 
 F-9
 GSP - 1, INC.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2010 AND 2009
  NOTE 5
SUBSEQUENT EVENT
 During 2011, the Company designated 1,000,000 shares of its preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”).  Shares of Series A Preferred Stock are automatically convertible into shares of the Company’s common stock upon the earlier of (i) one year from the date of the initial issuance of shares of Series A Preferred Stock at a conversion price of $ 0.50 per share or (ii) the effectiveness of a registration statement filed with the Securities and Exchange Commission covering the resale of common stock issued by the Company in its next PIPE transaction.  In the event of a conversion pursuant to clause (ii) of the preceding sentence, the conversion price shall be equal to 50% of the price per share of common stock (or common stock equivalents) sold in the PIPE transaction.  In addition, upon the closing of the Company’s next PIPE transaction, the holders of shares of Series A Preferred Stock may elect to convert such shares into shares of the Company’s common stock at a conversion price equal to 50% of the price per share of common stock (or common stock equivalents) sold in the PIPE transaction.  Shares of Series A Preferred Stock that have been redeemed cannot be reissued as Series A Preferred Stock, but can be re-designated into other series of preferred stock.  If at any time within 24 months after the initial issuance of shares of Series A Preferred Stock the Company issues or sells any additional shares of common stock at a price per share less than the conversion price of the Series A Preferred Stock then in effect or without consideration, then the conversion price upon such issuance shall be adjusted based on a ratio:
  (A)
the numerator of which shall be equal to the sum of (1) the number of shares of common stock outstanding immediately prior to the issuance of such additional shares of common stock plus (2) the number of shares of common stock (rounded to the nearest whole share) which the aggregate amount paid for   such additional shares of common stock would be purchased at a price per share equal to the conversion price then in effect, and
 (B)
the denominator of which shall be equal to the number of shares of common stock outstanding immediately after the issuance of such additional shares of common stock.
 During 2011, the Company received $200,000 from the sale of 400,000 shares of Series A Preferred Stock in a private placement offering pursuant to Rule 506 of Registration D  promulgated under the Securities Act of 1933.
 F-10
 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE




None.




ITEM 9A(T). CONTROLS AND PROCEDURES




Evaluation of Disclosure Controls and Procedures




Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.




Management's Annual Report on Internal Control Over Financial Reporting.




The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.






Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of December 31, 2010, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.






This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.




Changes in Internal Control over Financial Reporting




No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




7




PART III






ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




Our officers and directors and additional information concerning them are as follows:





Name

Age

PositionPeter Goldstein


48

President and Director





Peter Goldstein, President and Director.Since December, 1999, Mr. Goldstein has served as the Founder, President and Director of Grandview Capital Partners, a holding company of Grandview Capital, Inc. In addition, since December 2006, Mr. Goldstein has served as the Founder, Chief Executive Officer and Director of Grandview Capital, Inc., a registered broker-dealer and an investment banking and securities brokerage firm. Since March 2008, Mr. Goldstein has served as the Founder, Chief Executive Officer and Director of Grandview Capital Advisors, Inc., an affiliate of Grandview Capital, Inc.  Grandview Capital Advisors, Inc. is a registered investment advisory firm, registered in the state of Florida. Since May 2006, Mr. Goldstein has served as the President and Director of Grandview Capital Consulting, a company which provides management consulting services. From January 1997 through September 2008, Mr. Goldstein was Founder, President and Director of Global Business Resources, which provided financial, operational and organizational consulting services to private and emerging companies within the United States and international markets. Mr. Goldstein has an MBA in International Business from the University of Miami.





B. Significant Employees. None.





C. Family Relationships. None.





D. Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years.





E. The Board of Directors acts as the Audit Committee, and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.





Current Blank Check Company Experience





As indicated below, within the past five (5) years our sole officer and director has had prior involvement in the formation, registration, or operation of the following blank check companies:







8




Name

Filing Date (1)

Registration Statement

Operating (2)

Status

SEC File

Number

Pending Business Combinations

Additional InformationGSP-2, Inc.

August 5, 2010

Executed

000-54070

None.

Peter Goldstein is a shareholder and former officer and director of the Company. On February 11, 2011, the Company entered into a Share Exchange Agreement with Shiny Gold Holdings Limited and its shareholders.China Renewable Energy Holdings

October 15, 2008

Executed

000-50196

None.

Peter Goldstein is a shareholder and former officer and director of the Company. On April 24, 2008, the Company executed a Share Exchange Agreement with China Clean and Renewable Energy Limited, a Hong Kong Corporation.International Mergers and Acquisition Corp.

July 6, 2007

Not Executed

000-52717

None.

Peter Goldstein is a shareholder and a former officer and director of the Company. The Company is still investigating a possible business combination.Equity Ventures

July 27, 2004

Not Executed

000-50868

None.

Peter Goldstein is a shareholder and former officer and director of the company. The Company is still investigating a possible business combination.Regenesis Centers, Inc.

July 18, 2005

Executed

000-51411

None.

Peter Goldstein is a shareholder and former officer and director of the Company. On August 31, 2006, Regenesis Centers, Inc., entered into a Stock Purchase and Share Exchange Agreement with Institute of Advanced Medicine, Inc.





There may be inherent conflicts of interest which may arise between entities that our sole officer and director has been previously involved. A conflict of interest may arise due to our sole officer and director being a shareholder of blank check companies which are seeking an acquisition target at the same time as GSP-1, Inc. At this time we have no parameters which we use to determine the allocation of acquisition targets.





(1) Represents the filing date of the respective company’s registration statement.


(2) Represents whether the respective company has entered into a business combination.




ITEM 11. EXECUTIVE COMPENSATION




The Company’s sole officer and director has not received any cash remuneration since inception. They will not receive any cash remuneration until the consummation of an acquisition. Our sole officer and director, Mr. Peter Goldstein has received one million shares of common stock in exchange for services provided to our Company. Our officer and director intends to devote approximately five (5) hours per week to our affairs.





It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.





No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.





There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.





9






The following table shows for the period ended December  31, 2010, the compensation awarded (earned) or paid by the Company to its named executive officers or acting in a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K. There are no understandings or agreements regarding compensation that our management will receive after a business combination that is required to be included in this table, or otherwise.





Name and Principal Position

Fiscal

Year

Salary ($)


Bonus


Option

Awards


All Other

Compensation(1)


Total ($)Peter Goldstein

President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Director

2010

$
0


$
0


$
0


$
$1,000


$
1,000





(1)  As set forth above in Item 4, Security Ownership of Certain Beneficial Owners, the compensation earned or paid by the Company to its named officer and director is in connection with the issuance of one million (1,000,000) common shares valued at $0.001 per share.




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




(a) Security ownership of certain beneficial owners.





The following table sets forth, as of March 23, 2011, the number of shares of common stock owned of record and beneficially by executive officers, directors and persons who beneficially own more than 5% of the outstanding shares of our common stock.








Name and Address

Amount and Nature of Beneficial Ownership

Percentage

of ClassPeter Goldstein (1)

650 Sweet Bay Avenue

Plantation, Florida 33324


1,000,000(1)

100%





(1)
Peter Goldstein serves as President and Director of the Company.


There are no arrangements which may at a subsequent date result in a change of control of the Company.




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE




On December 31, 2009, the Company issued 1,000,000 shares of common stock to its founder, Mr. Peter Goldstein, having a fair value of $1,000 ($0.001/share) in exchange for founder services in connection with setting up and forming the Corporation.  Mr. Goldstein has verbally agreed to provide such funding until we engage in business activities that provide cash flow sufficient to cover the costs of investigating and analyzing business combinations.




10




ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES




Audit Fees




For the Company’s fiscal years ended December 31, 2010 and 2009, we were billed approximately $3,000 and 3,380, respectively for professional services rendered for the audit and reviews of our financial statements.




Audit Related Fees




The Company did not incur any audit related fees, other than the fees discussed in Audit Fees, above, for services related to our audit for the fiscal years ended December 31, 2010 and 2009.




Tax Fees




For the Company’s fiscal years ended December 31, 2010 and 2009, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.




All Other Fees




The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2010 and 2009.




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:




●
approved by our audit committee; or




●
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.




We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.




11




PART IV






ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.













a) Documents filed as part of this Annual Report






1. Financial Statements






2. Financial Statement Schedules




3. Exhibits




Exhibit No.
Title of Document3.1
Certificate of Incorporation [incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form 10 filed with the SEC on September 14, 2010 (“Amendment No. 1 on Form 10”)]3.2
Bylaws [incorporated by reference to Exhibit 3.2 to Amendment No. 1 on Form 10.]10.1
Description of Verbal Management Consulting Agreement Between GSP 1, Inc., and Peter Goldstein [incorporated by reference to Exhibit 10.1 to Amendment No. 1 on Form 10.]31.1
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer[filed herewith]32.1
Section 1350 Certification of Chief Executive Officer[filed herewith]







12




SIGNATURES






In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




GSP-1, INC.Dated:  March 31. 2011
By:
/s/ Peter GoldsteinPresident and DirectorTitle








Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Name

Title
Date/s/ Peter Goldstein

President and Director
March 31, 2011Peter Goldstein