SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q /A
x QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
¨ 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)
|(State or other jurisdiction of incorporation)||(I.R.S. Employer Identification No.)|
Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236.
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: 941-309-5410
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 $.001 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 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 (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 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 x
State issuer's revenues for its most recent fiscal year ended December 31, 2011: $602,379.
As of June 30, 2012, there were 16,865,177 shares of the issuer's common stock issued and outstanding. Affiliates of the issuer own 8,667,571 shares of the issuer's issued and outstanding common stock and the remaining 8,197,606 shares are held by non-affiliates. The aggregate market value of the shares held by non-affiliates at June 30, 2012 was $225,000.
DOCUMENTS INCORPORATED BY REFERENCE:
There are no documents incorporated by reference in this Annual Report.
(*) 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.
Emperial Americas Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 23, 2012 (the “Original Filing Date”), solely to correct errors which were contained on the cover page of the filling.
The Company did not correctly report its Common Stock Par Value. Additionally, the Company failed to indicate either “Yes” or “No” as required on all of the statements on the cover page. Indications have now been made as to the status of each statement. This Amendment further confirms that this Company is not and has never been a shell company.
No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.
This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.
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 September 14, 2012|