Gulf Resources, Inc

[realfast95]

Item 3.02 Unregistered Sales of Equity Securities

On December 18, 2012, pursuant to an Asset Purchase Agreement which was entered into on November 26, 2012 by and among Gulf Resources, Inc. (the “Company”), Shouguang City Haoyuan Chemical Company Limited, a wholly owned subsidiary of the Company, Chengyong Zhao, a resident of the People’s Republic of China (the “Seller”), the Company completed its acquisition of all right, title and interest in and to all assets owned by the Seller utilized in the production of bromine, located at Guantai Village, Shouguang City Yangkou Township, including without limitation, machinery, equipment and inventory, and all warranties associated therewith, for a total purchase price of RMB62,000,000, of which RMB31,000,000 was paid in cash and RMB31,000,000 was paid through the issuance of 3,806,728 shares of Company’s common stock, par value 0.0005. The shares were issued to the Sellers on December 18, 2012 in accordance with Section 4(2) and Regulation S promulgated under the Securities Act of 1933, as amended.?