PINX:TEXX Emperial Americas Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

¨ QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number: 333-153679

 

EMPERIAL AMERICAS, INC.

 

(Exact name of Registrant as specified in its charter)

 

FLORIDA   26-0325410
     
(State or other jurisdiction of incorporation)   (I.R.S. Employer Identification No.)

 

1926 Hollywood Blvd., Suite 100 Hollywood 33020

 

(Address of Principal Executive Offices) (Zip Code)

 

Issuer's telephone number: 954-894-0043

 

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

 

Title of each class Name of exchange on which registered

 

Securities registered pursuant to Section 12 (g) of the Exchange Act: Common Stock Par Value $.00001 per share

 

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ¨ No ¨

 

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 ¨

 

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 ¨ No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 in Part III of this Form 10-K or any amendment to this Form 10-K . ¨

 

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

 

Large accelerated filer ¨ Accelerated filer ¨
     
Non-accelerated filer ¨ Smaller Reporting Company x

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ¨ No ¨

 

State issuer's revenues for its most recent fiscal year ended December 31, 2011: $602,379.

 

As of March 31, 2012, there were 111,672,160 shares of the issuer's common stock issued and outstanding. Affiliates of the issuer own 90,000,000 shares of the issuer's issued and outstanding common stock and the remaining 21,672,160 shares are held by non-affiliates. The aggregate market value of the shares held by non-affiliates at March 31, 2012 was $225,321.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

There are documents incorporated by reference in this Annual Report on Form 10-K, which are identified in Part III, Item 13.

 

(*) Affiliates for the purposes of this Annual Report refer to the officers, directors of the issuer and subsidiaries and/or persons or firms owning 10% or more of issuer's common stock, both of record and beneficially.

 

 
 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

INDEX TO FINANCIAL STATEMENTS

 

Balance Sheets F-2
   
Statements of Operations F-3
   
Statements of Cash Flows F-4
   
Notes to Financial Statements F-6

 

 
 

 

EMPERIAL AMERICAS, INC.

 

CONSOLIDATED BALANCE SHEETS

 

MARCH 31, 2012 AND DECEMBER 31, 2011

 

   MARCH
31, 2012
   DECEMBER
31,  2011
 
Assets        
Current Assets          
Cash and cash equivalents  $8,186   $865 
Accounts receivable – net   58,379    57,979 
Prepaid expense   4,154    4,154 
Total current assets   70,719    62,998 
Property, plant, and equipment - net   16,249    15,648 
Total Assets  $86,968   $78,646 
Liabilities and Stockholders' Equity          
Current Liabilities          
Notes payable vehicle - current portion  $23,269   $23,046 
Notes payable-   -    - 
Accounts payable and accrued liabilities   56,729    55,487 
Deferred Compensation   135,886    135,886 
Accounts payable to insured   -    - 
Total current liabilities   215,884    214,419 
Long Term Liabilities          
Notes payable – vehicle -net of current   12,128    12,128 
Total long term liabilities   12,128    12,128 
Total Liabilities   228,012    226,547 
Stockholders' Equity          
Preferred Stock, 20,000,000 shares authorized, no shares issued   -    - 
C  Common Stock, 250,000,000 shares authorized at $.0001 par, 111,672,160 shares issued and outstanding at March 31, 2012 and December 31, 2011   10,447    10,447 
Additional paid in capital   388,741    388,741 
Stock subscription receivable   (1,500)   (1,500)
Accumulated Deficit   (538,732)   (545,589)
           
Total Stockholders' equity   (141,044)   (147,901)
           
Total Liabilities and Stockholders' Equity  $86,968   $78,646 

 

The accompanying notes are an integral part of the financial statements

 

F-2
 

 

EMPERIAL AMERICAS, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

 

   2012   2011 
         
Revenues (net)  $199,581   $131,193 
Operating Expenses:          
Commissions to adjusters   89,721    80,348 
Consulting services - other   275    - 
Payroll   -    127,195 
Other general and administrative expenses   99,960    74,343 
Total operating expenses   189,956    281,886 
Profit (Loss) from operations   9,625    (150,693)
Other income (expense)   -      
Interest (expense)   -    (1,400)
Net Income/(Loss) Before Income Taxes   9,625    (152,093)
Provision for income tax   -    - 
Net Income/(Loss)  $9,625   $(152,093)
Net income (loss) per common share, basic  $0.00   $(0.00)
Weighted average number of common shares outstanding   111,672,160    103,860,480 

 

The accompanying notes are an integral part of the financial statements

 

F-3
 

 

EMPERIAL AMERICAS, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

 

   2012   2011 
Cash Flows From Operating Activities:          
Net Income (Loss)  $9,625   $(152,093)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By (Used in) Operating Activities:          
Depreciation and amortization   (601)   3,648 
Gain on disposal of equipment   -    - 
Stock issued for services   -    - 
Change in operating assets and liabilities:          
(Increase) Decrease in accounts receivable   (400)   (688)
(Increase) Decrease in prepaid expenses   -    862 
Increase in deferred compensation   -    35,509 
Increase (Decrease) in accounts payable and accrued liabilities   1,242    103,825 
Net Cash Provided (Used In) Operating Activities  $9,866   $(8,937)
Cash Flows From Investing Activities:          
Purchase of equipment   (223)   - 
Net Cash Provided (Used) in Investing Activities   (223)   - 
Cash Flows From Financing Activities:          
Repayment of notes payable   -    (3,125)
Proceeds from loans   -    - 
Repayment of loans   -    - 
Proceeds from sale of common stock   -    28,500 
Increase in related party notes   -    - 
Net Cash Provided (Used) in Financing Activities   -    25,375 
           
Net increase (decrease) in Cash and Cash Equivalents   9,643    16,438 
           
Cash and Cash Equivalents at beginning of period   865    4,174 
           
Cash and Cash Equivalents at end of period  $8,186   $20,612 
           
Other Cash Flow Items:          
Cash payments for:          
Income tax  $-   $- 
Interest expense  $-0-   $1,404 
Related party notes payable donated to capital  $-   $- 

 

The accompanying notes are an integral part of the financial statements

 

F-4
 

 

EMPERIAL AMERICAS, INC.

 

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

 

FOR THE PERIOD FROM JANUARY 1, 2010 THROUGH MARCH 31, 2012

 

   Common
Shares
   Common
Stock
   Stock
Subscription
Receivable
   Additional
Paid in Capital
   Accumulated
Deficit
   Total
Equity
 
                         
Balance at January 1, 2010   90,240,480   $9,024   $-   $83,034   $(70,561)  $21,497 
Contributed capital, officer loans                  25,000         25,000 
Net income (loss) - 2010                       (37,157)   (37,157)
Balance at December 31, 2010   90,240,480    9,024    -    108,034    (107,718)   9,340 
Common Stock issued for cash   11,250,000    1,126    (1,500)   35,874    -    35,500 
Common Stock issued for services   2,257,500    225         5,805         6,030 
Net income (loss) - 2011                       (185,229)   (185,229)
Balance at December 31, 2011   103,747,980   $10,375   $(1,500)  $149,713   $(292,947)  $(134,359)
Common Stock issued for cash   1,125,000    11         28,489    -    28,500 
Common Stock issued for services   6,799,180    61         210,539         210,600 
Net income (loss) - 2012                       (252,641)   (252,641)
Balance at March 31, 2012   111,672,160   $ 10, 447   $(1,500)  $388,741   $(538,732)  $(141,044)

 

F-5
 

 

EMPERIAL AMERICAS, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

THREE MONTHS ENDED MARCH 31, 2012

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

AAA Public Adjusting Group, Inc was incorporated on October 05, 2007 in the state of Florida. AAA Public Adjusting Group, Inc was formerly Florida Claims Consultants, LLC formed on March 3, 2004 in the state of Florida. On October 22, 2007, AAA Public Adjusting Group, Inc consummated an agreement with Florida Claims Consultants, LLC, pursuant to which Florida Claims Consultants, LLC, exchanged all of its Members’ interest for 4,000,000 shares of common stock of AAA Public Adjusting Group, Inc. The Company has accounted for the transaction as a combination of entities under common control and accordingly, recorded the merger at historical cost. The consolidated, historical financial statements have been appropriately re-stated.

 

The operation’s of the Company is to facilitate insurance claims by insured parties by representation on their behalf with the insurance companies.

 

On March 12, 2012, the Corporation had the majority controlling interest of the issued and outstanding shares under Florida law purchased under an agreement with Emperial Americas, Inc. and Victory Partners, LLC. Emperial Americas, Inc. is a Florida Corporation, as set forth below. The purchase was made of 3,000,000 of the outstanding common shares of the Corporation, for a majority control by Victory Partners purchasing 1,500,000 shares from Liane Hassan and 1,500,000 shares from Frederick Antonelli in a private share purchase agreement. The purchase was made for $200,000 by Victory Partners.

 

On March 15, 2012, the Board of Directors executed resolutions and such became effective through filing with the State of Florida whereby the name of the Corporation was changed to Emperial Americas, Inc. and the address of the Corporation was to be made at Emperial Americas, Inc. located at Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236. The Corporation has begun the name change formulation of corporate action with FINRA, as well as the change of CUSIP and symbol change.

 

Basis of Accounting

 

The books and records of the Company are maintained on the accrual basis of accounting which recognizes revenues when earned, regardless of when received and expenses when incurred, regardless of when paid, which is in accordance with generally accepted accounting principles.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of AAA Public Adjusting Group, Inc. and its wholly owned subsidiary Florida Claims Consultants, LLC. All inter-company transactions and balances have been eliminated in the consolidated financial statements.

 

Net loss per share

 

Net income per share is computed by dividing the net income/(loss) by the weighted average number of shares outstanding during the period. Net income per share, diluted, is not presented as no potentially dilutive securities are outstanding.

 

F-6
 

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method as stipulated by Accounting Standards Codification (“ASC”) 740 formerly Statement of Financial Accounting Standards (”SFAS”) No. 109, “Accounting for Income Taxes”. 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 and operating loss and tax credit carry forwards. 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, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

 

Effective January 1, 2009, the Company adopted certain provisions under ASC Topic 740, Income Taxes, (“ASC 740”), which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. The Adoption of ASC 740 did not have an impact on the Company’s financial position and results of operations.

 

In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimate. As of December 31, 2010, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2006 through 2011.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and equivalents

 

The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents.

 

Revenue Recognition

 

The Company recognizes revenues when fees due to the company are reasonably assured to be collected from our client (the insured) or by the insured’s insurance carrier and not before. Collectability is not ensured until receipt of our fee.

 

F-7
 

 

Fair Value of Financial Instruments

 

The Company’s financial instruments include cash, accounts receivable, and accounts payable. Due to the short-term nature of these instruments, the fair value of these instruments approximates their recorded value.

 

Advertising

 

Advertising costs, which are included in selling, general and administrative expenses, are expensed as costs are incurred. Advertising expenses for the years ended December 31, 2010 and 2009 were $ 11,815 and $ 21,474 respectively.

 

Reclassifications

 

Certain prior years’ comparative figures have been reclassified to conform to the financial statement presentation adopted for this year.

 

NOTE 2 - GOING CONCERN

 

As shown in the accompanying financial statements, the Company has cumulative losses since inception are $ 538,732. The Company has a working capital deficit at December 31, 2011 of $145,165. There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support its operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management states that they are confident that they can improve operations and raise the appropriate funds to grow their underlying business. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

NOTE 3 - PROPERTY AND EQUIPMENT

 

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective periods. Depreciation is computed over the estimated useful lives of the related asset (from 5 - 7 years) using the straight-line method for financial statement purposes.

 

The following is a summary of property and equipment at December 31, 2011 and March 31, 2012:

 

   March 31,
2012
   December 31,
2011
 
Office furniture & equipment  $26,270   $26,270 
Computer equipment   14,729    14,729 
Leasehold improvements   2,469    2,469 
Vehicles   81,009    81,009 
Total equipment   124,477    124,477 
Less accumulated depreciation   (108,228)   (108,829)
Net Property and Equipment  $16,249   $15,648 

 

F-8
 

 

NOTE 4 - LEASE COMMITMENTS

 

The Company leases its new office in Hollywood, Florida facility under a lease commencing from May 1, 2011 through April 30, 2012 at a minimum annual rent of $ 12,720 (payable monthly) inclusive of related sale taxes and utilities. The Company terminated the lease at its old Location on April 29, 2010.

 

The Company had leased for $ 1,000 a month, an apartment and storage facility from an officer and a major stockholder of the company under a lease commencing January 01, 2009 through December 31, 20100 This lease was cancelled on July 1, 2009 with no future rents or penalties were due.

 

Storage leases are on a month by month basis.

 

Rent expense for the years ended December 31, 2010 and 2009 was $ 14,932 and $ 34,206 respectively.

 

NOTE 5 – NOTES PAYABLE-Vehicles

 

Notes payable consists of:

 

   March 31,
2012
   December
31, 2011
 
Notes payable to a financial institution in monthly installments of $ 517 including interest at 9.79% to Mature on February 1, 2012. This note is collateralized by an automobile  $-0-   $1,280 
Notes payable to a financial institution in monthly installments of $ 740 including interest at 7.74% to mature on May 13, 2014. This note is collateralized by an automobile   26,034    26,430 
Notes payable to a financial institution in monthly installments of $ 759 including interest at 6.10% to mature on May 1, 2013. This note is collateralized by an automobile (a)   7,363    7,464 
Total Notes Payable  $35,397   $35,174 

 

NOTE 6 - CONCENTRATION OF RISK

 

The Company had funds in excess of the $ 250,000 Federal Deposit Insurance Corporation’s (FDIC) insured limits. The company has funds on deposit with a major bank and does not believe that there is a concentration of risk factor. There is no concentration of risk regarding accounts receivable, as any single receivable is not material and there are offsetting related payables.

 

F-9
 

 

NOTE 7 - CAPITAL TRANSACTIONS

 

In the year ending December 31, 2010, the company sold 11,250,000 shares of restricted company stock for $35,500 cash and a stock subscription receivable of $1,500. During the year ending December 31, 2010, the company issued 2,275,000 shares of restricted company stock for services values of $6,030.

 

A $25,000 unsecured promissory note, bearing interest at 12% and due on or before June 1, 2009 was contributed to capital, by the president of the company, during the quarter ending March 31, 2009.

 

NOTE 8 - INCOME TAXES

 

Prior to the merger in October, 2007, the Company was taxed as a limited liability company. As such, income taxes and loss benefits were recognized individually by the limited liability members.

 

For financial statement purposes for the period ending December 31, 2010 and 2009, the reported provision for income taxes differs from the amount computed by applying the statutory U.S. Federal income tax rate of 34% to the loss before income taxes as follows:

 

Federal income taxes at statutory rate   34%
State tax rate, net of federal income tax   4 
Offsetting Valuation Adjustment   (38)
Effective income tax rate   0%

 

As of December 31, 2010, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $208,000 that may be offset against future taxable income through 2025. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. No tax asset has been reported in the financial statements, due to the uncertainty that there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

 

NOTE 9- RELATED PARTY TRANSACTIONS

 

For the year ending December 31, 2010, a director and officer of the company, had received $100,000 in compensation, which was deferred.

 

On March 25, 2011, the company executed a master convertible note agreement, effective April 1, 2011.

 

This agreement allows for interest at 5%, no specific maturity date and for the conversion of debt into shares of common stock at a 25% discounted price of the 5 day average closing bid price prior to the day of execution.

 

Effective April 1, 2011, the nature of this $100,000 deferred compensation liability, was changed to this master convertible note payable.

 

F-10
 

 

Concurrent with this liability conversion, an independent firm purchased $28,500 of this note from the officer/director. The AAA Public Adjusting Group agreed for this $28,500 component, that the conversion rights of this note would be retained, the maturity of the note was established at 1 year from April 1, 2011, and the interest rate was adjusted to 8%. The $28,500 proceeds of this note sale were loaned by the officer/director to the company, at no interest and no specific maturity date.

 

NOTE 10 - NEW ACCOUNTING PRONOUNCEMENTS

 

A.ACCOUNTING STANDARDS CODIFICATION

 

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 105-10 in June 2009, to be effective September 15, 2009. This establishes the ASC codification as the single source of authoritative nongovernmental Generally Accepted Accounting Principles (GAAP). All existing accounting standards are superseded as described in FASB Accounting Standards Codification (SFAS) No. 168, aside from those issued by the SEC. All other accounting literature not included in the Codification is non-authoritative. Adoption of this Codification as of September 30, 2009, which is reflected in our disclosures and references to accounting standards, had no change to our financial position or results of operations.

 

B REVENUE RECOGNITION

 

The Financial Accounting Standard Board (FASB) in October 2009 issued Account Standards Update (ASU) 2009-13 Revenue Recognition (Topic 605). This update provides guidance for revenue recognition consideration in multiple-deliverable contractual arrangements. The update requires that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. This update will be effective after June 15, 2010, and early adoption is permitted.

 

The Company has implemented this update effective for the years beginning January 1, 2010 and does not believe that it would have a material impact on the financial statement for the year ending December 31, 2010

 

C STOCKHOLDER DISTRIBUTION

 

In January 2010 FASB issued ASU “Equity” (Topic 505), accounting for distributions to shareholders with components of stock and cash. This amendment affects entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders with a potential limitation in the total amount of cash that all shareholders can elect to receive in the aggregate. The Company does believe that implementation of this FASB would have a material effect on the financial statements.

 

February 11, 2011, the Company filed an Amendment to the Articles of Incorporation, in particular Article 7, with the secretary of State of Florida, Division of Corporations. The Board of Directors, pursuant to Section 607.10025, approved a fifteen for one forward division (forward split) for the common stock for all shareholders of record as of February 18, 2011. Additionally and pursuant of Section 607.10025, the Board of Directors adopted a resolution for the increase of the authorized common shares of the Corporation to be two hundred fifty million (250,000,000), made effective with the Secretary of State on February 11, 2011. Accordingly, all related common stock shares and per share amounts have been retroactively restated.

 

F-11
 

 

NOTE 11 SUBSEQUENT EVENTS

 

On December 14, 2011 the Registrant had announced and stated in the December 14, 2011, Form 8-K that the Company had made a transaction with Queste Capital for the purchase of shares from existing shareholders. The material agreement between AAA and Queste called for a purchase of stock by Queste from AAA that would have resulted in Queste owning 95% of the issued and outstanding shares of common stock. All other material matters were set forth in the original 8-k filing of December 14, 2011.

 

The Company subsequently identified that there was a cancellation of such agreement with Queste Capital, and pursuant to the terms of the agreement. The parties subsequently mutually agreed that the agreement was void as of January 17, 2012. On March 2, 2012, the Company announced the cancellation of the agreement and that the shares of common stock which had been in the amount of 106,088,552 shares which were issued for such purchase would be returned from escrow with the escrow agent. On May 2, 2012, such shares were returned from the Escrow agent and were cancelled from the issued shares of the Company.

 

On March 12, 2012, the Corporation had the majority controlling interest of the issued and outstanding shares under Florida law purchased under an agreement with Emperial Americas, Inc. and Victory Partners, LLC. Emperial Americas, Inc. is a Florida Corporation, as set forth below. The purchase was made of 3,000,000 of the outstanding common shares of the Corporation, for a majority control by Victory Partners purchasing 1,500,000 shares from Liane Hassan and 1,500,000 shares from Frederick Antonelli in a private share purchase agreement. The purchase was made for $200,000 by Victory Partners.

 

The Agreement with Victory Partners created a acquisition of assets being the controlling shares above, and additional shares held by other parties. The exchange with Victory Partners for such shares with Emperial Americas created a direct exchange of shares for debt to Victory Partners which makes such matters an acquisition of AAA Public Adjusting Group as the surviving public company. Further disclosure on the description of the assets shall be made in an additional 8-k filing to include audited financials and pro-forma of Emperial Americas. Emperial Americas operations and corporate financial matters will mean that it is not a shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

 

Emperial Americas has been a Corporation domesticated in Florida. Emperial Americas, Inc. commenced operations in Houston, TX -December 2008. Previously, Emperial Americas existed under Emperial, LLC (July 2008). As a brand owner of self developed alcoholic beverages, it also imports, markets and sells beverages throughout its designated markets in the U.S. with a particular emphasis on Texas and Florida.. The company owns its brands or, has the exclusive rights and trademarks to act as the U.S. importer of the brands in its portfolio. Emperial Americas engages in the business of importing alcoholic beverages to distributors in the U.S. on a national basis. The company is federally licensed, maintaining the rights to both import and sell to distributors in 51 markets within the U.S. Emperial Americas description of its businesses and brands can be found on www.emperialamericas.com, and http://www.tequiladistinguido.com. The brands purchased have valuations which will be released in the near future and under separate reporting.

 

The existing subsidiary of Florida Claims Consultants will be sold to a third party and will be announced accordingly.

 

On March 15, 2012, the Board of Directors executed resolutions and such became effective through filing with the State of Florida whereby the name of the Corporation was changed to Emperial Americas, Inc. and the address of the Corporation was to be made at Emperial Americas, Inc. located at Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236. The Corporation has begun the name change formulation of corporate action with FINRA, as well as the change of CUSIP and symbol change.

 

F-12
 

 

On March 15, 2012, the Board of Directors appointed Alonzo Pierce as Chief Executive Officer, President and Director of the Company. As well Mr. Bruce Klein was appointed to be Corporate Secretary, Chief Operating Officer and Director, Mr. Joel Contreras, was appointed to the Board of Directors, while Mr. Todd Waggoner was appointed Treasurer and Chief Financial Officer.

 

Mr. Christopher Lombardi, of Florida Claims Consultants, and as a remaining director would remain as an independent director to the Corporation.

 

On March 15, 2012, the Company accepted the resignation of Frederick Antonelli, as a director of the Corporation. Mr. Antonelli’s resignation was not due to any disagreement with the Company. His departure was in order to make the purchase of Florida Claims Consultants, and to the outside.

 

F-13
 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Overview

 

The following discussion should be read in conjunction with the Company's unaudited financial  statements and notes thereto.   In connection therewith, and because the Company desires to take advantage of, the "safe harbor" provisions of the Private Securities  Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking  statements in the following discussion  and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information  and which relate to future operations, strategies, financial results or other developments.  Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on the Company's behalf. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.

 

GENERAL

 

AAA Public Adjusting Group, Inc was incorporated on October 05, 2007 in the state of Florida. AAA Public Adjusting Group, Inc was formerly Florida Claims Consultants, LLC formed on March 3, 2004 in the state of Florida. On October 22, 2007, AAA Public Adjusting Group, Inc consummated an agreement with Florida Claims Consultants, LLC, pursuant to which Florida Claims Consultants, LLC, exchanged all of its Members’ interest for 4,000,000 shares of common stock of AAA Public Adjusting Group, Inc. The Company has accounted for the transaction as a combination of entities under common control and accordingly, recorded the merger at historical cost. The consolidated, historical financial statements have been appropriately re-stated.

 

On March 12, 2012, the Corporation had the majority controlling interest of the issued and outstanding shares under Florida law purchased under an agreement with Emperial Americas, Inc. and Victory Partners, LLC. Emperial Americas, Inc. is a Florida Corporation, as set forth below. The purchase was made of 3,000,000 of the outstanding common shares of the Corporation, for a majority control by Victory Partners purchasing 1,500,000 shares from Liane Hassan and 1,500,000 shares from Frederick Antonelli in a private share purchase agreement. The purchase was made for $200,000 by Victory Partners.

 

The Agreement with Victory Partners created a acquisition of assets being the controlling shares above, and additional shares held by other parties. The exchange with Victory Partners for such shares with Emperial Americas created a direct exchange of shares for debt to Victory Partners which makes such matters an acquisition of AAA Public Adjusting Group as the surviving public company. Further disclosure on the description of the assets shall be made in an additional 8-k filing to include audited financials and pro-forma of Emperial Americas. Emperial Americas operations and corporate financial matters will mean that it is not a shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

  

The operation’s of the Company is to facilitate insurance claims by insured parties by representation on their behalf with the insurance companies.

 

RESULTS OF OPERATIONS

 

REVENUES. During fiscal three months ended March 31, 2011 and 2012, we had revenues of $199,501 and $131,193 respectively. We experienced a increase in revenue due to the number of claims being settled.

 

1
 

 

OPERATING EXPENSES. Our operating expenses consist primarily of payroll and related taxes, professional and consulting services, expenses for executive and administrative personnel and insurance, telephone and communications, facilities expenses, travel and related expenses, and other general corporate expenses. Our operating expenses for fiscal 2012 were $189,956 compared to 2011 operating expenses of $281,886 a decrease of $91,930 related mainly to a decrease in general and administrative expense due to a decrease of payroll.

 

NET LOSS. We had a net loss of ($252,641) in fiscal year 2011 compared to a net loss of ($185,229) in fiscal 2010. The increase in net loss is primarily attributable to the decrease in revenues partially offset by reduced operating expenses as discussed above.

 

No trends have been identified which would materially increase or decrease our results of operations or liquidity.

 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES

 

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

 

Forward-Looking Statements

 

This Form 10-Q includes Aforward-looking statements@ within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company’s business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances.  However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.  Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations.  The Company assumes no obligations to update any such forward-looking statements.

 

ITEM 4T.CONTROLS AND PROCEDURES

 

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

 

2
 

 

PART II - OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS.

 

The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company.

 

ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

ITEM 3.DEFAULTS IN SENIOR SECURITIES

 

None

 

ITEM 4.MINE SAFETY

 

NONE

 

ITEM 5.OTHER INFORMATION

 

NONE

 

ITEM 6. EXHIBITS

 

Exhibit 31.1 Certification of the Principal Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
Exhibit 32.1 Certification of the Principal Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101.INS   XBRL Instance Document
   
101.SCH   XBRL Taxonomy Extension Schema
   
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF   XBRL Taxonomy Extension Definition Linkbase
   
101.LAB   XBRL Taxonomy Extension Label Linkbase
   
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

3
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EMPERIAL AMERICAS, INC.
     
  By: /s/ Alonzo Pierce
    Name: Alonzo Pierce
    Title: President, CEO, Chief Financial Officer
     
    Dated MAY 16, 2012

 

4

PINX:TEXX Emperial Americas Inc Quarterly Report 10-Q Filling

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