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EX-3.1 - Vampt America, Inc.ex3-1.htm
EX-3.2 - Vampt America, Inc.ex3-2.htm
EX-3.3 - Vampt America, Inc.ex3-3.htm
EX-31.1 - Vampt America, Inc.ex31-1.htm
EX-31.2 - Vampt America, Inc.ex31-2.htm
EX-32.1 - Vampt America, Inc.ex32-1.htm
EX-32.2 - Vampt America, Inc.ex32-2.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

or

 

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

 

For the transition period from ____________ to ____________

Commission File Number 333-135037


 

VAMPT AMERICA, INC. 


(Exact name of registrant as specified in its charter)

 

Nevada   N/A
(State or other jurisdiction of incorporation or   (IRS Employer Identification No.)
organization)    
     
2212 Queen Anne Avenue N., Seattle, WA   98109
(Address of principal executive offices)   (Zip Code)

 

866-725-0541
(Registrant’s telephone number, including area code)

 

518 17th Street, Suite 1000, Denver, Colorado 80202, 800-508-6149
(Former name, former address and former fiscal year, if changed since last report)

 

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.

 

[X] YES [  ] NO

 

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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [  ] (Do not check if a smaller reporting company) Smaller reporting company [X]

 

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

 

[  ] YES [X] NO

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

 

[  ] YES [  ] NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

17,268,852 common shares issued and outstanding as of August 20, 2012

 

 

   

 
 

 

TABLE OF CONTENTS

 

      Page
PART I - FINANCIAL INFORMATION   3
     
Item 1. Financial Statements.   3
  Consolidated Balance Sheets As at June 30, 2012 and December 31, 2011 (Unaudited)   F-1
  Consolidated Statements of Operations For the periods ending June 30, 2012 and 2011 (Unaudited)   F-2
  Consolidated Statements of Stockholders’ Deficit For the six months ended June 30, 2011 (Unaudited)   F-3
  Consolidated Statements of Cash Flows For the periods ending June 30, 2012 and 2011 (Unaudited)   F-4
  Notes To Interim Consolidated Financial Statements   F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   5
Item 3. Quantitative and Qualitative Disclosures About Market Risk   10
Item 4. Controls and Procedures   10
       
PART II - OTHER INFORMATION   10
     
Item 1. Legal Proceedings   10
Item 1A. Risk Factors   11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   11
Item 3. Defaults Upon Senior Securities   12
Item 4. Mine Safety Disclosures   12
Item 5. Other Information   12
Item 6. Exhibits   12
       
SIGNATURES   13

 

2
 

  

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

 

Our unaudited interim consolidated financial statements for the three month period ended June 30, 2012 form part of this quarterly report. They are stated in United States Dollars and are prepared in accordance with United States generally accepted accounting principles.

 

Interim results are not necessarily indicative of results for the full fiscal year. The unaudited interim consolidated financial statements start on the next page.

  

3
 

 

Interim Consolidated Financial Statements

 

Vampt America, Inc.

 

For the Six Months ended June 30, 2012

  

(Unaudited)

 

 

 
 

  

 

Consolidated Balance Sheets

As at June 30, 2012 and December 31, 2011

(Unaudited)

 

   June 30, 2012   December 31, 2011 
ASSETS          
           
Current           
 Cash and cash equivalents  $45,980   $13,469 
 Accounts receivable   45,477    27,774 
 Inventories   193,047    255,674 
 Prepaid expenses and deposits   133,500    11,300 
    418,004    308,217 
Deferred financing costs   33,394    - 
Total Assets  $451,398   $308,217 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT           
           
Current          
Accounts payable and accrued liabilities  $397,580   $529,954 
Short term notes payable      62,488    - 
 Short term convertible notes payable    423,580     34,121 
Derivative liability    9,381    - 
Due to stockholder     656,302    754,180 
           
Total Current liabilities   1,549,331    1,318,255 
           
Long term convertible notes payable   348,884    - 
Long term notes payable   546,683    602,158 
           
Total Liabilities   2,444,898    1,920,413 
           
Stockholders’ equity (deficit)          
Capital Stock           
Authorized: 100,000,000 common share, $0.001 par value
Issued and outstanding shares: 24,141,790 and 1, respectively June 30, 2012 and December 31, 2011
   24,142    - 
Series A Preferred Stock           
Authorized: 200,000,000 preferred shares, $0.001 par value
Issued and outstanding shares: 100 and 0, respectively June 30, 2012 and December 31, 2011
   -    - 
Additional paid in capital   1,709,262    1 
Capital stock subscribed, but unissued   -    294,898 
Deficit   (3,726,904)   (1,907,095)
Total stockholders’ equity   (1,993,500)   (1,612,196)
           
Total  $451,398   $308,217 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

F-1
 

 

 

Consolidated Statements of Operations

For the periods ending June 30

(Unaudited)

 

 

   Three months
ended
June 30, 2012
   Three months
ended
June 30, 2011
   Six months
ended
June 30, 2012
   Six months
ended
June 30, 2011
 
                     
Revenue  $37,659   $177,432   $65,509   $384,457 
                     
Cost of goods sold   43,472    161,059    82,830    357,760 
                     
Gross Profit   (5,813)   16,373    (17,321)   26,697 
                     
Expenses                    
Compensation and benefits   253,333    107,790    417,720    211,603 
General and administrative   22,969    10,962    51,676    15,980 
Product research and development       1,100        1,340 
Professional fees   483,569    23,173    522,379    47,008 
Sales and marketing   127,640    110,037    185,274    116,911 
Travel   65,789    31,701    86,443    68,378 
    953,300    284,763    1,263,492    461,220 
                     
Other Income (Expense)                    
Loss on extinguishment of debt   (457,777)       (457,777)    
Gain on derivative liability   387        1,123     
Interest expense   (48,970)       (82,342)    
                
Net loss   (1,465,473)   (268,390)   (1,819,809)   (434,523)
                     
 
Basic and diluted loss per common share
  $(0.08)   n/a   $(0.11)   n/a 
                     
Weighted average number of common shares outstanding   17,959,673    n/a    16,161,522    n/a 

  

The accompanying notes are an integral part of these unaudited financial statements.

 

F-2
 

 

 

Consolidated Statements of Stockholders’ Deficit

For the six months ended June 30, 2012

(Unaudited)

 

   Preferred Stock   Common Stock   Capital stock
subscribed
but not
   Additional       Total
stockholders’
 
   Shares   Amount   Shares   Amount   issued   paid-in capital   Deficit   equity (deficit) 
                                 
Balance, December 31, 2011    -     -     1     -   $ 294,898   $ 1   $ (1,907,095)   $ (1,612,196) 
                                                 
Common stock issued for acquisition of Coronado Corp.   -    -    6,718,751    6,719    -    19,398    -    26,117 
                                         
Common stock issued for cash   -    -    17,241,525    17,241    -    710,216    -    727,457 
                                         
Preferred stock issued for the acquisition of Coronado Corp.   100    -    -    -    -    -    -    - 
                                         
Common stock subscribed but not issued   -    -    -    -    (294,898)   -    -    (294,898)
                                         
Common stock issued for services   -    -    181,513    182    -    101,465    -    101,647 
Debt discount from warrants issued with debt   -    -    -    -    -    8,919    -    8,919 
                                         
Loss on extinguishment of debt   -    -    -    -    -    457,777    -    457,777 
                                         
Stock options issued for services   -    -    -    -    -    411,486    -    411,486 
                                         
Net loss   -    -    -    -    -    -    (1,819,809)   (1,819,809)
                                         
Balance, June 30, 2012   100    -    24,141,790   $24,142    -   $1,709,262   $(3,726,904)  $(1,993,500)

 

The accompanying notes are an integral part of these unaudited financial statements.

 

F-3
 

 

 

Consolidated Statements of Cash Flows

For the periods ending June 30

(Unaudited)

 

   Six months ended
June 30, 2012
   Six months ended
June 30, 2011
 
           
Operating Activities          
Net loss  $(1,819,809)  $(434,523)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Amortization of deferred financing cost   15,677     
Gain on derivative liability   (1,123)    
Stock option expense   411,486     
Loss on extinguishment of debt   457,777     
Write-down of excess inventory   14,017     
Amortization of debt discount   17,882     
Common stock issued for services   101,647     
Changes in operating assets and liabilities:          
Accounts receivable   (17,704)   (97,424)
Inventory   48,610    (263,657)
Prepaid expenses and deposits   (122,201)    
Accounts payable – related party       829,041 
Accounts payable and accrued liabilities   (167,980)   (33,438)
           
Net cash used for operating activities   (1,061,721)   (1)
           
Investing Activities          
Cash acquired in Coronado acquisition   47,425     
Net cash provided by investing activities   47,425     
           
Financing Activities          
Advances from related party   (97,878)   500 
Repayment of notes payable   (107,820)    
Proceeds from the issuance of debt   869,016     
Payment of financing fees   (49,070)    
Proceeds from sale of common stock   432,559     
Net cash provided by financing activities   1,046,807    500 
           
Increase in cash and cash equivalents   32,511    499 
Cash and cash equivalents, beginning of period   13,469     
Cash and cash equivalents, end of period  $45,980   $499 
           
Supplementary cash flow information:          
Cash paid on interest  $47,425   $ 
Non-cash items:          
Debt discount on warrants issued with debt  $8,919   $ 
Derivative liability  $10,504   $ 
Reclassification of debt to accrued liabilities  $27,158   $ 
Common  stock issued for acquisition of Coronado Corp.  $26,117   $ 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

F-4
 

 

VAMPT AMERICA, INC.

Notes To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited) 

 

1.   basis of presentation and Nature of operations

 

Basis of Presentation

 

The accompanying unaudited interim financial statements of Vampt America, Inc. (formerly Coronado Corp.) (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 8-K filed with the SEC on May 11, 2012. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011 as reported in the Form 8-K have been omitted.

 

Reverse Merger Transaction

 

Effective May 7, 2012, the Company entered into a series of transactions pursuant to which it acquired an operating business Vampt Beverage USA, Corp, (“Vampt”), by completing a statutory merger under the Nevada Revised Statutes (the “Merger”). The Merger was agreed to under a plan of merger and merger agreement dated December 8, 2011 among the Company and Vampt. The Merger was effected by converting all of the issued and outstanding common stock in the capital of Vampt and common share purchase warrants into the equivalent securities in the Company at a ratio of three-quarters of a Company security for every 1 Vampt security issued and at a price of less than $0.50 per share, and at a ratio of 1 the Company security for every 1 Vampt security issued at a price of $0.50 or more, and outstanding as of the effective time of the Merger. A total of 10,568,751 Company common shares and Company warrants to purchase up to an additional 476,250 Company common shares at a price of $0.75 per share until October 15, 2014 were issued, representing 60.4% of the total common shares of Vampt on a fully diluted basis taking into account the additional subscriptions received by Vampt, but not issued out of treasury as at June 30, 2012. The warrants issued by the Company are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes. As a result of the Merger, Vampt became a controlled majority-owned subsidiary of the Company. Vampt has one wholly-owned subsidiary, Vampt Brewing Company Limited.

 

Prior to and after completing the Merger, Vampt entered into subscription agreements granting subscribers the right to purchase 8,230,363 common shares and 4,073,158 warrants, options and convertible debt, representing 39.6% of the issued and outstanding securities of Vampt on a fully diluted basis. These securities had not been converted into securities of the Company as of June 30, 2012.

 

The Company also created a class of Series A Preferred Stock (the “Preferred Shares”) pursuant to the Merger. A total of 100 Preferred Shares (100%) were issued to Ian Toews, the former principal shareholder of Vampt who is now the Chief Executive Officer and a Director of the Company, under the Merger Agreement. The Preferred Shares carry the right for the holder to appoint two directors to the Company’s board of directors for a period of 3 years after the effective time of the Merger and the right to receive 10% of the consideration tendered in the event of any take-over or buy-out of the Company.

 

Effective June 19, 2012, pursuant to the Merger the Company changed its name from “Coronado Corp.” to “Vampt America Inc.”

 

Based on the unaudited balance sheet of the Company pre-Merger, the net assets at estimated fair market value that were combined in the Merger were as follows:

 

Cash  $47,425 
Current liabilities  $21,308 
Net assets acquired  $26,117 

 

F-5
 

  

VAMPT AMERICA, INC.

Notes To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)

 

2.   Going Concern

 

Management has prepared these financial statements assuming the Company will continue as a going concern, which assumes that the Company will continue its operations for the foreseeable future and realize its assets and discharge its liabilities in the normal course of business. At June 30, 2012, the Company had a working capital deficit of $1,131,327, which casts substantial doubt about the ability of the Company to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent on management’s ability to successfully implement the business plans, including accessing future funding until it has profitable operations. If the Company is not able to develop a market for its alcoholic beverages, or if the going concern is otherwise not appropriate in future periods, adjustments to the amounts recorded for, and classification of, assets and liabilities may be necessary.

 

Continued operations of the Company are dependent on the Company’s ability to obtain additional financing and to receive continued financial support from its creditors and stockholders and to generate future positive earnings and cash flows from operations. Management plans to obtain additional financing by way of the issuance of common shares and issuance of promissory notes and other debt instruments. However, there can be no assurance that the financing will be available as necessary, or if the financing is available, that it will be on terms acceptable to the Company. The outcome of these matters cannot be determined at this time.

 

The consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis were not appropriate for these consolidated financial statements, then adjustments would be necessary in the carrying value of the assets and liabilities, the reported revenue and expenses and the balance sheets classifications used.

 

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Vampt and Vampt Brewing Company Limited (“Vampt Brewing”). All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation.

 

Loss per Share — Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued and if the additional common shares were dilutive. Basic and diluted earnings per share for the period ended June 30, 2012 are the same as any incremental common stock equivalent would be anti-dilutive.

 

Recent Accounting Pronouncements — We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Deferred Financing Costs — Costs incurred to obtain long-term financing are amortized over the terms of the respective debt agreements using the interest method. In addition, deferred financing costs associated with convertible notes are expensed immediately, upon the conversion of portions of such notes into Common Stock. Amortization of deferred financing costs included in interest expense was $15,677 and $0 in the six months ended June 30, 2012 and 2011.

 

F-6
 

   

VAMPT AMERICA, INC.

Notes To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)

 

4.   NOTES PAYABLE

 

On April 11, 2012, the Company negotiated a Loan Transfer, Guarantee and Warrant Agreement (the “Loan Agreement”) which amended and modified the terms of the original agreement entered in August 11, 2011. The following terms were amended:

 

·Vampt has replaced Vampt Beverage Corp. (“Vampt Canada”) as co-debtor with Vampt Brewing
·The term of the loan will be extended to March 31, 2014
·The facility will be reduced to $1,200,000
·Any warrants of Vampt Canada previously earned by the lenders shall now receive 1,200,000 warrants of the Company exercisable at $0.75 with an expiration date of March 31, 2014 and 750,000 warrants exercisable at $0.17, with an expiration date of March 31, 2014

The Company evaluated the amended and modified terms under Accounting Standards Codification (“ASC”) 470-60 “Troubled Debt Restructurings”. Because the lenders did not grant a concession on this outstanding loan, the transaction was not accounted for as troubled debt restructuring. Consequently, the Company evaluated these transactions under ASC 470-50 “Debtor’s Accounting for a Modification or Exchange of Debt Instruments” to determine if the modification was substantial. Because the change in the present value of the future cash flows between the original debt and the amended debt was greater than 10%, the debt modification was determined to be substantial and accordingly the debt was extinguished. As a result, the Company recorded the incremental fair value of the warrants granted in the transaction of $457,777 as a loss on debt extinguishment during the six months ended June 30, 2012. As of June 30, 2012, the Company owed $546,683 under the amended note.

 

The Company paid legal fees of $34,040 to facilitate this transaction. The amount has been capitalized as a deferred financing cost and $3,952 has been amortized into interest expense as of June 30, 2012.

 

During the quarter ended June 30, 2012, the Company received advances of $129,131 from a related party that bear interest at 12%, are unsecured and due on demand. $68,503 was repaid on these advances during the same quarter.

 

5.   CONVERTIBLE DEBT

 

In January 2012, the Company issued $29,295 of preferred return convertible certificates that are convertible into common stock at $0.50 on demand. The units are redeemable 18 months after issuance at twice the original face value, less previous payments made to the date of redemption. Each certificate holder received common share purchase warrants at a rate of one warrant for every $10 of convertible certificates purchased. Each warrant issued has a 3-year term and is exercisable at $0.50. The conversion option embedded in the certificate and the warrants both contain reset provisions that allow for a reduction in the conversion price or exercise price based on a future issuance of debt or warrants. The Company determined that these provisions that protect holders from declines in the Company’s stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective warrant based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815–40–15 result in these instruments not being indexed to the Company’s own stock. On the issuance date of the instruments, the fair value of these instruments was determined to be approximately $10,504, which was recorded as a derivative liability.

 

As a result of the redemption provision, conversion option and warrants described above, a total discount of $39,799 was recognized for this note during the six months ended June 30, 2012.

 

In March 2012, the Company received $380,590 as a convertible debenture (the “Debenture”) bearing 9% interest per annum due February 28, 2013. The Debenture is convertible as to principal and interest at any time at the holder’s election into share units (“Share Units”) (composed of a common share and a half warrant) at a price of $0.75 per Share Unit. The warrant is an eighteen-month warrant (from the debenture issue date) permitting the purchase of another common share at a price of $0.75 per share employing two half warrants.

 

F-7
 

 

VAMPT AMERICA, INC.

Notes To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)

 

5.   CONVERTIBLE DEBT (continued)

 

In June 2012, the Company received $330,000 as convertible debentures (the “Debentures”) bearing 9% interest per annum due October 1, 2013. The Debentures are convertible as to principal and interest at any time at the holder’s election into common stock of the Company at a price of $0.80 per share. Each debenture holder received a warrant representing one half warrant for every $0.80 of debenture subscribed to and allows the holder to purchase a common share of the Company at a price of $1.00 per each two half warrants. The warrants expire January 1, 2014. As at June 30, 2012, there was a total of $330,000 debentures subscribed to and issued and 412,500 half warrants issued.

 

The Company evaluated the embedded conversion features within the convertible debt under ASC 815 “Derivatives and Hedging” and determined the embedded conversion feature should be classified in equity. Additionally, the instruments were evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. The Company determined the instruments had no intrinsic value and therefore no discount was recorded for a beneficial conversion feature.

 

The Company recognized a debt discount of $8,919 for the relative fair value of the warrants granted in the transaction.

 

6.   DERIVATIVE LIABILITIES

 

As described in Note 5, the Company has issued a convertible preferred certificate and warrants with certain reset provisions. The Company accounted for these reset provisions in accordance with ASC 815-40, which requires that the Company bifurcate the embedded conversion option as liability at the grant date and to record changes in fair value relating to the conversion option liability and warrants in the statement of operations as of each subsequent balance sheet date. The initial value of these liabilities was $10,504. They were re-measured at June 30, 2012 and a gain of $1,123 was recognized for the quarter ended June 30, 2012.

 

7.   FAIR VALUE

 

The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

  Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

  Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

  Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

F-8
 

   

VAMPT AMERICA, INC.

Notes To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)

 

7. FAIR VALUE (continued)

 

The following is a reconciliation of the conversion option liability and detachable warrant liability for which Level 3 inputs were used in determining fair value:

 

Beginning balance January 1, 2012  $0 
      
Initial recognition of debt derivative from issuance of January 3, 2012, $29,295 convertible note and warrants   10,504 
      
Mark to market of debt derivative   (1,123)
      
Derivative as of June 30, 2012  $9,381 

 

The Company’s conversion option and warrant liabilities are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These consolidated financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. The Company determined a fair value for this convertible note using the Black Scholes Option Pricing. Significant assumptions used in the valuation include the following:

 

Dividend yield: 0%

Expected volatility of 55.42% to 63.71%

Risk free rate: 0.21% to 0.27%

Expected term: 1.0 to 1.5 years.

 

8.   CAPITAL STOCK

 

During Q1 and Q2, the Company issued 181,513 common shares to certain members of management as a form of compensation to satisfy the services they are performing for the Company. The Company determined the fair value of these shares to be $101,647 based on sales of common shares to third parties during the same period and recorded this as stock based compensation during the six months ended June 30, 2012.

 

During Q1 and Q2, 2012,, the Company issued 17,241,525 shares for cash at prices ranging from $0.0001 to $0.75 per share for total proceeds of $432,559.

 

On April 30, 2012, the Company engaged a consultant for the purpose of providing advisory services regarding marketing and strategic issues to and on behalf of the Company, on a non-exclusive, non-full time basis. As compensation for those services, the consultant will receive 3,500,000 stock options (the “Options”) of Vampt. The Options are exercisable at $0.50 per share and expire April 30, 2019. The Options vest as follows:

 

·40% of the Options will vest and become exercisable 90 days from the date of the agreement;
·An additional 20% of the Options will vest on the first anniversary of the agreement;
·An additional 20% of the Options will vest on the second anniversary of the agreement;
·The final 20% of the Options will vest on the third anniversary of the agreement.

 

F-9
 

 

VAMPT AMERICA, INC.

Notes To Interim Consolidated Financial Statements
For The Six Months Ended June 30, 2012

(Unaudited)

  

8.   CAPITAL STOCK (continued)

 

The options were valued using the Black-Scholes-pricing model. Significant assumptions used in the valuation include the following:

 

Expected term: 6.8 years

Expected volatility: 63.55%

Risk free interest rate: 1.11%

Expected dividend yield 0%

 

The grant date fair value of the options were determined to be $1,237,966. During the period ended June 30, 2012, stock compensation expense related to the options totaled $411,486.

 

9.   RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2012, the Company repaid advances in the amount $97,878 to Vampt Canada, a stockholder. The remaining amount due of $656,302 is unsecured, bears no interest and is repayable based on the terms and conditions agreed to in the Technology Transfer Agreement, as described in the December 31, 2011 audited financial statements as contained in the Company’s previously filed Form 8-K.

 

During the six months ended June 30, 2012, the Company sold 6,992,500 shares for cash at $.0001/share to related parties.

 

During the six months ended June 30, 2012, the Company issued 56,419 shares for services to related parties.

 

During the six months ended June 30, 2012, the Company paid $19,697 of finder’s fees related to equity or debt financing to related parties.

 

10.   Subsequent events

 

During July 2012, the Company issued a further $100,000 in convertible debentures with the same terms and conditions as the Debentures described above in Note 5.

 

F-10
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean Vampt America, Inc. and its subsidiaries, unless otherwise indicated.

 

General Overview

 

We were incorporated in the State of Nevada on January 9, 2006 under the name “Coronado Corp.” and recently changed our name to “Vampt America, Inc.” following completion of a merger and acquisition of an operating business as further described below. Our principal place of business and corporate offices are located at 2212 Queen Anne Avenue, Suite 1000, Denver Colorado, and our telephone number is 1-800-508-6149. Our fiscal year end is December 31st. Our authorized capital consists of 100,000,000 shares of common stock, par value $0.001 per share and 100 Preferred Shares, which are our newly created Series A Preferred Stock having a par value of $0.001 per share.

 

On May 7, 2012, we entered into a series of transactions pursuant to which to which we acquired an operating business by completing a merger of our wholly-owned subsidiary, VB Acquisition Corp. and Vampt Beverage USA Corp. (“Vampt USA”), a Nevada corporation, in accordance with the Nevada Revised Statutes. The merger was agreed to in a previously announced Merger Agreement entered into on December 8, 2011 by Coronado, Vampt and VB Acquisition, and was completed by converting 60.4% of the issued and outstanding common stock in the capital of Vampt and common share purchase warrants into the equivalent securities of Coronado at a ratio of three-quarters of a Coronado security for every 1 Vampt security issued at a price of less than $0.50 per share, and at a ratio of 1 Coronado security for every 1 Vampt security issued at a price of $0.50 or more, and outstanding as of the effective time of the Merger, for a total issuance of 10,568,751 Coronado Shares and Coronado Warrants to purchase up to an additional 476,250 Coronado Shares at a price of $0.75 per share until October 15, 2014, subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes. As a result of the merger, Vampt has become a controlled majority-owned subsidiary of Coronado. Vampt has one wholly-owned subsidiary, Vampt Brewing Company Limited.

 

Prior to completing the merger, our company was exploring other opportunities to acquire an operating business, primarily in the resource industry. Further details may be found in our Form 10-Q for the period ended March 31, 2012 filed with the SEC on May 14, 2012.

 

5
 

  

Employees

 

We currently have 2 employees, including our officers and directors, and 11 contractors. We have contracted production of the Vampt product to a third party multi-national production service provider for start-up beverage companies and as such we employ a limited number of full-time staff.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

Principles of Consolidation

 

Our consolidated financial statements include our accounts and the accounts of our controlled majority-owned subsidiary, Vampt USA, and its wholly-owned subsidiary Vampt Brewing Company Limited. All significant intercompany accounts and transactions between our company and subsidiaries have been eliminated in consolidation.

 

Loss per Share

 

Basic loss per share is computed by dividing the net loss attributable to our common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued and if the additional common shares were dilutive. Basic and diluted earnings per share for the period ended June 30, 2012 are the same as any incremental common stock equivalent would be anti-dilutive.

 

Deferred Financing Costs

 

Costs incurred to obtain long-term financing are amortized over the terms of the respective debt agreements using the interest method. In addition, deferred financing costs associated with convertible notes are expensed immediately, upon the conversion of portions of such notes into Common Stock. Amortization of deferred financing costs included in interest expense was $15,677 and $0 in the six months ended June 30, 2012 and 2011.

 

Going Concern

 

Our financial statements have been prepared on a going concern basis, which implies we will continue to realize our assets and discharge our liabilities in the normal course of business. As at June 30, 2012, we had a working capital deficiency of $1,131,327 including inventories, and of $1,324,374 excluding inventories. Our accumulated deficit was $3,726,904. Our continuation as a going concern is dependent upon the ability to generate sales for our products and the attainment of profitable operations, or failing that, continued financial support from our shareholders and the ability to obtain necessary equity or debt financing to continue operations. For the three months ended June 30, 2012, we generated revenues of $37,659, as compared to $177,432 for the same period in 2011. For the six months ended June 30, 2012, we generated revenues of $65,509, as compared to $384,457 for the same period in 2011. These factors raise substantial doubt regarding our ability to continue as a going concern.

 

Our financial statements for the quarter ended June 30, 2012 do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

6
 

 

Results of Operations – Three Months Ended June 30, 2012 and Three Months Ended June 30, 2011

 

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended June 30, 2012, which are included herein.

 

Our operating results for the three months ended June 30, 2012 and June 30, 2011 and the changes between those periods for

the respective items are summarized as follows:

 

           Change Between 
   Three Months   Three Months   Three Month Period 
   Ended   Ended   Ended 
   June 30,   June 30,   June 30, 2012 and 
   2012   2011   June 30, 2011 
Revenue  $37,659   $177,432   $(139,773)
Cost of Goods Sold   43,472    161,059    (117,587)
Expenses               
Compensation and Benefits   253,333    107,790    145,543 
General and Administrative   22,969    10,962    12,007 
Interest expense   48,970    -    48,970 
Professional Fees   483,569    23,173    460,396 
Sales, Marketing and Travel   193,429    141,738    51,691 
Loss on extinguishment of debt   457,777    -    457,777 
Gain on derivative liability   (387)   -    (387)
Other Expenses   -    1,100    (1,100)
Net Loss  $(1,465,473)  $(268,390)  $(1,197,083)

 

Our deficit increased to $3,726,904 as of June 30, 2012, and we sustained a net loss of $1,465,473 as compared for the three months ended June 30, 2012. This compares to a net loss of $268,390 for the same period in 2011. Our losses have increase primarily as a result of expenses relating to stock based compensation of $411,486, losses on extinguishment of debt of $457,777 and a reduction in revenues from the sale of our single malt beverage product “VAMPT”. In the prior period, revenues were associated with the initial launch of our product in the Western United States. Initial orders to supply the distribution chain are usually large and then are followed up with smaller orders as inventories deplete. In the current period we did not launch any new markets and thus our comparative revenue figures are significantly lower. Our compensation and benefits also increased from $107,790 for the three months ended June 30, 2011 to $253,333 for the three months ended June 30, 2012 as a result of our acquisition of Vampt USA and retention of its management team following completion of the merger. We also incurred higher professional fees of $483,569 for the three months ended June 30, 2012 as compared to $23,173 for the same period in 2011. The increase in professional fees is primarily attributable to the stock based compensation provided to a marketing consultant and due to legal, accounting and audit fees in connection with the merger.

 

Our total liabilities as of June 30, 2012 were $2,444,898 as compared to total liabilities of $1,920,413 as of December 31, 2011. The increase was due to the amount of convertible debt we raised for working capital purposes during the current period.

 

Results of Operations – Six Months Ended June 30, 2012 and Six Months Ended June 30, 2011

 

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended June 30, 2012, which are included herein.

 

Our operating results for the six months ended June 30, 2012 and June 30, 2011 and the changes between those periods for the respective items are summarized as follows:

 

           Change Between 
   Six Months   Six Months   Six Month Period 
   Ended   Ended   Ended 
   June 30,   June 30,   June 30, 2012 and 
   2012   2011   June 30, 2011 
Revenue  $65,509   $384,457   $(318,948)
Cost of Goods Sold   68,813    357,760    (288,947)
Inventory Write-down and adjustment   14,017    -    14,017 
Expenses               
Compensation and Benefits   417,720    211,603    206,117 
General and Administrative   51,676    15,980    35,696 
Interest expense   82,342    -    82,342 
Professional Fees   522,379    47,008    475,371 
Sales, Marketing and Travel   271,717    185,289    86,428 
Loss on extinguishment of debt   457,777    -    457,777 
Gain on derivative liability   (1,123)   -    (1,123)
Other Expenses   -    1,340    (1,340)
Net Loss  $(1,819,809)  $(434,523)  $(1,385,286)

 

7
 

 

We sustained a net loss of $1,819,809 for the six months ended June 30, 2012, as compared to a net loss of $434,523 for the same period in 2011. Our net losses have increase primarily as a result of expenses relating to the stock based compensation of $411,486, losses on extinguishment of debt of $457,777 and a reduction in revenues from the sale of our single malt beverage product “VAMPT”. As previously stated, in the prior period, revenues were associated with the initial launch of our product in the Western United States. Initial orders to supply the distribution chain are usually large and then are followed up with smaller orders as inventories deplete. In the current period, we did not launch the product in any new markets and thus our comparative revenue figures are significantly lower.

 

Our compensation and benefits also increased from $211,603 for the six months ended June 30, 2011 to $417,720 for the six months ended June 30, 2012 as a result of our acquisition of Vampt USA, and retention of its management team following completion of the merger. We also incurred higher professional fees of $522,379 for the six months ended June 30, 2012 as compared to $47,008 for the same period in 2011. The increase in professional fees is primarily attributable to the stock based compensation provided to a marketing consultant and due to legal, accounting and audit fees in connection with the merger.

 

Liquidity and Financial Condition

 

As of June 30, 2012, we had cash and cash equivalents of $45,980, as compared to $13,468 as of December 31, 2011. Our inventories as provided on our balance sheet totaled $193,047 as of June 30, 2012, compared to $255,674 as of December 31, 2011.

 

Working Capital Deficiency

 

   June 30, 2012   December 31, 2011 
Current assets  $418,004    308,217 
Current liabilities   (1,549,331)   (1,318,255)
Working capital deficiency  $(1,131,327)   (1,010,038)

 

Cash Flows

 

   June 30, 2012   June 30, 2011 
Cash flows used in operating activities  $(1,061,721)   (1)
Cash flows provided by investing activities   47,425    - 
Cash flows provided by financing activities   1,046,807    500 
Net increase in cash during period  $32,511    499 

 

Operating Activities

 

We used net cash for operating activities of $1,061,721 during the six months ended June 30, 2012 compared to $1 used during the six months ended June 30, 2011. The increase in use of cash in operating activities of $1,061,721 is attributable to our acquisition of the operating business of Vampt USA through a merger that was completed on May 7, 2012. Vampt USA hired senior management to run the operations where in the prior period, only the sales team was employed by the company. Vampt USA is our controlled majority-owned subsidiary in which we hold a 60.4% ownership interest.

 

8
 

  

Investing Activities

 

We generated net cash from investing activities of $47,425 during the six months ended June 30, 2012, all attributable to cash acquired in our acquisition of Vampt USA. No cash flows were generated from investing activities during the six months ended June 30, 2011.

 

Financing Activities

 

We generated net cash from financing activities of $1,046,807 during the six months ended June 2012. This consisted of $739,885 from the issuance of convertible debt, $129,131 from the issuance of other short term debt and $432,559 from the issuance of common shares, which was offset by $28,317 in repayments of promissory notes payable, $79,503 in repayments of short term debt, $49,070 in payment of financing fees and net $97,878 in repayments of stockholder advances. Further details concerning our financing activities follow:

 

Convertible Debt (Proceeds of $29,295) – During the six months ended June 30, 2012, we issued preferred return convertible certificates that are convertible into common stock at a price of $0.50 per share on demand. The units are redeemable 18 months after issuance at twice the original face value, less previous payments made to the date of redemption. Each convertible debt certificate holder received common share purchase warrants at a rate of one warrant for every $10 of convertible certificates purchased. Each warrant has a 3-year exercise term and is exercisable at $0.50 per share.
   
Convertible Debt (Proceeds of $380,590) – During the six months ended June 30, 2012, we issued convertible debentures bearing 9% interest per annum due February 28, 2013. The Debenture is convertible as to principal and interest at any time at the holder’s election into share units (“Share Units”) at a price of $0.75 per Share Unit. Each Share Unit is comprised of one common share one-half of a warrant, each whole warrant entitling the holder to purchase one additional common share at a price of $0.75 for a period of 18 months from the debenture issue date.
   
Convertible Debt (Proceeds of $330,000) – During the six months ended June 30, 2012, we issued convertible debentures bearing 9% interest per annum due October 1, 2013. The debentures are convertible as to principal and interest at any time at the holder’s election into common stock of the Company at a price of $0.80 per share. Each debenture holder received one-half of a share purchase warrant for every $0.80 of debenture subscribed to, and each whole warrant allows the holder to purchase an additional common share at a price of $1.00 until January 1, 2014.
   
Short Term Loan (Proceeds of $129,131 and repayments of $79,503) – The promissory notes are payable by us by an accredited lender who is a related party. Interest is payable monthly in arrears at a rate of 1% per month on advances. Repayment is due on or before December 31, 2012 or on demand by the lender. As of June 30, 2012 we made repayments of $79,503 on the notes.
   
Issued Common Stock (Proceeds of $432,559) – We issued an aggregate of 22,297,030 common shares at prices ranging from $0.0001 to $0.75.
   
Promissory Notes (Repayments of $28,317) – We repaid an aggregate of $28,317 in principal to note holders who are a group of accredited lenders, one of whom is acting as agent, who made available to our subsidiary Vampt USA, under an agency and interlending revolving agreement, up to $1,200,000. Interest is payable monthly in arrears at a rate of 4% per annum on advances from the lenders to the agent, and 12% per annum on advances from the agent to us. Repayment is due on or before March 31, 2014. There are 750,000 warrants issued that are exercisable at $0.17 per share and 1,200,000 warrants issued that are exercisable at $0.75 per share. The warrants will expire on March 31, 2014.
   
Stockholder Advances (Repayment of $97,878) – We repaid a net amount of $97,878 to Vampt Canada pursuant to past stockholder advances totaling $754,016 received from Vampt Canada. Such advances are unsecured, bear no interest and are to be repaid at a minimum of 10% before tax profit of Vampt USA, calculated on an annual basis.
   
Financing Fees (Payments of $49,070) – We paid $49,070 in financing fees with respect to the completion of the renegotiation of the terms of the long term notes payable.

 

9
 

 

We expect that our total expenses will increase over the next year as we increase our business operations. We anticipate generating revenues of $740,000 over the next year. However, we anticipate that we will require additional capital to fund our expansion plans in order to support the operations and marketing plan for the company. Our plan of operations for the next 12 months is to raise additional equity financing of up to $3,500,000 by issuing shares at a price of approximately $0.50 to $1.00 per share, depending on market conditions. Provided we are able to raise $3,500,000 in equity financing, we plan to allocate the funds approximately as follows: $446,000 to increase our marketing and advertising budget; $1,713,000 on operations and to increase our inventory; $25,000 to invest in acquiring capital assets; and the remaining $1,316,000 for financing costs and general working capital purposes.

 

There can be no assurance that we will obtain any additional financing, on terms acceptable to us or at all. In the event we are unable to obtain the required financing, our business may fail. An investment in our securities involves significant risks and you could lose your entire investment.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

 

As the end of the quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Financial Officer and with the participation of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles due to the company’s relatively small finance department, although every transaction does require dual approval and sign-off by a senior officer of the company.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during our quarter ended June 30, 2012 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II

 

OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

10
 

  

Item 1A. Risk Factors

 

Not applicable.

 

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

 

We completed the following sale of unregistered securities:

 

In January 2012, we issued $29,295 in preferred return convertible certificates that are convertible into common stock at a price of $0.50 per share on demand. The units are redeemable 18 months after issuance at twice the original face value, less previous payments made to the date of redemption. Each convertible debt certificate holder received common share purchase warrants at a rate of one warrant for every $10 of convertible certificates purchased. Each warrant has a 3-year exercise term and is exercisable at $0.50 per share for a total of 3,000 warrants issued by us. These securities were issued to one non-U.S. person pursuant to the exemption in Regulation S of the U.S. Securities Act of 1933. Reliance upon this exemption was based on the fact that the sales of the securities were completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in any “directed selling efforts”, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.
   
In March 2012, we issued $385,590 convertible debentures bearing interest at a rate of 9% per annum and due on March 1, 2013. The debentures are convertible as to principal and interest at any time at the holder’s election into share units (“Share Units”) (composed of a common share and a half warrant) at a price of $0.75 per Share Unit. The warrant is an eighteen-month warrant (from the debenture issue date) permitting the purchase of another common share at a price of $0.75 per share employing two half warrants, for a total of 192,500 warrants issued by us. These securities were issued to 4 non-U.S. persons pursuant to the exemption in Regulation S of the U.S. Securities Act of 1933. Reliance upon this exemption was based upon the fact that the sales of the securities were completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in any “directed selling efforts”, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.
   
In June 2012, we issued $330,000 in convertible debentures. The convertible debentures bear interest at a rate of 9% per annum and are due on October 1, 2013 and December 1, 2013. The debentures are convertible as to principal and interest at any time at the holder’s election into common shares in our capital at a price of $0.80 per share. Each debenture holder also received one-half warrant for every $0.80 of debentures subscribed to, for a total of 237,500 warrants issued by us. These securities were issued to 1 U.S. person pursuant to the exemption in Section 4(2) of the U.S. Securities Act and to 2 non-U.S. persons pursuant to the exemption in Regulation S of the U.S. Securities Act of 1933. Reliance upon the exemption in Section 4(2) of the U.S. Securities Act is based upon a certificate provided by the subscriber declaring that the Subscriber meets the definition of an “Accredited Investor” as such term is defined in Regulation D promulgated under the U.S. Securities Act. Furthermore, the offering was not a “public offering” as defined in Section 4(2) due to the number of persons involved in the deal, the size of the offering, the manner of the offering and the number of securities offered. We did not undertake an offering in which we sold a high number of shares to a significant number of investors. The investors negotiated the terms of the transactions directly with our executive officers. No general solicitation was used, no commission or other remuneration was paid in connection with these transactions, and no underwriter participated in the offering. Based on an analysis of the above factors, these transactions were effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act for transactions not involving any public offering.
   
In July 2012, we issued $100,000 in convertible debentures on the same terms as those issued in June 2012, except that the due date is March 1, 2013. Such convertible debentures were issued to one non-U.S. person in an offshore transaction in reliance upon the exemption in Regulation S of the U.S. Securities Act of 1933. Reliance upon this exemption was based on the fact that the sales of the securities were completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in any “directed selling efforts”, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.

 

11
 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit    
Number   Description
     
(3)   (i) Articles of Incorporation; and (ii) Bylaws
     
3.1   Articles of Merger
     
3.2   Certificate and Designation for Series A Preferred Stock
     
3.3  

Articles of Incorporation 

     
3.4   Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on June 15, 2006)
     
3.5   Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on June 28, 2010)
     
(14)   Code of Ethics
     
14.1   Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on June 29, 2007).
     
(31)   Rule 13a-14(a)/15d-14(a) Certifications
     
31.1   Section 302 CEO Certification under Sarbanes-Oxley Act of 2002
     
31.2   Section 302 CFO Certification under Sarbanes-Oxley Act of 2002
     
(32)   Section 1350 Certifications
     
32.1   Section 906 CEO Certification under Sarbanes-Oxley Act of 2002
     
32.2   Section 906 CFO Certification under Sarbanes-Oxley Act of 2002
     
101*   Interactive Data File (Form 10-Q for the quarterly period ended June 30, 2012 furnished in XBRL).
     
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 

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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 thereunto duly authorized.

 

  VAMPT AMERICA, INC.
  (Registrant)
   
Dated: August 20, 2012 /s/ Ian Toews
  Ian Toews
  Chief Executive Officer, Secretary, Treasurer and Director
   
Dated: August 20, 2012 /s/ Darren Battersby
  Darren Battersby
  Chief Financial Officer
  (Principle Accounting Officer)

  

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