UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

Amendment No. 3

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 7, 2012

 

 

VAMPT AMERICA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		000-53998		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

 

2212 Queen Anne Avenue N.

Seattle, WA 98109

(Address of principal executive offices)

 

866-725-0541

(Registrant’s telephone number, including area code)

 

518 17^th Street, Suite 1000, Denver, Colorado 80202, 800-508-6149

(Registrant’s former name, address and telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 3 on a Form 8-K/A (the “Amendment”) is to amend our current report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 11, 2012, as amended by a Form 8-K/A filed on August 31, 2012 and a Form 8-K/A filed on October 1, 2012 (collectively, the “Initial Filings”).

 

This Amendment amends and restates the Initial Filings.

 

Unless otherwise specifically stated, the disclosure provided in this document speaks as of the date of the Form 8-K filed on May 11, 2012 and has not been update with more current information. This Amendment should be read in conjunction with the Initial Filings and our other filings made with the SEC.

 

 

Item 9.01

Financial Statements and Exhibits.

 

We are filing the following financial statements and pro forma financial information and exhibits as part of this Form 8-K/A, which replace the pro forma financial statements filed in the Initial Filings in their entirety:

 

●

Pro Forma Financial Statements as at and for the year ended December 31, 2011 and for the three months ended March 31, 2012 (unaudited); and

 

Index – Vampt America, Inc. Pro Forma Financial Statements as at and for the Year Ended December 31, 2011 and for the Three Months Ended March 31, 2012 (unaudited)

 

Unaudited Pro Forma Balance Sheet as at March 31, 2012	F-2
Unaudited Prof Forma Statement of Operations for the three months ended March 31, 2012	F-3
Unaudited Pro Forma Statement of Operations for the year ended December 31, 2011	F-4
Notes to the Pro Forma Financial Statements	F-5 to F-6

 

 

Pro Forma Financial Statements

 

Vampt America, Inc.

 

As at and for the year ended December 31, 2011

& for the three months ended March 31, 2012

 

(Unaudited)

 

 

 

Unaudited Pro Forma Balance Sheet

March 31, 2012

 

	Coronado Corp.				Vampt Beverage USA, Corp				Pro Forma Adjustments				Pro Forma
	(Historical)				(Historical)
ASSETS
Current
Cash and cash equivalents	$	7,601			$	81,842			$	29,637		A	$	119,080
Accounts receivable		-				10,311				-				10,311
Accounts receivable – related party		-				25,000								25,000
Inventories		-				213,843				-				213,843
Prepaid expenses and deposits		-				61,000				-				61,000
		7,601				391,996				29,637				429,234
Deferred financing costs		-				9,912				-				9,912
Total Assets		7,601			$	401,908			$	29,637			$	439,146
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current
Accounts payable and accrued liabilities	$	40,664			$	281,713			$	(36,833	)	A	$	285,544
Short term debt		47,500				-				(45,640	)	A		1,860
Short term notes due to related parties		68,574				-				(68,574	)	A		-
Short term notes payable		-				575,000				-				575,000
Short term convertible notes payable		-				380,590								380,590
Accrued interest to related parties		18,073				-				(18,073	)	B		-
Derivative liability		-				9,768				-				9,768
Due to stockholder		-				683,937				-				683,937
Total Current liabilities		174,811				1,931,008				(169,120	)			1,936,699
Long term convertible notes payable		-				64,702				-				64,702
Total Liabilities		174,811				1,995,710				(169,120	)			2,001,401
Stockholders’ equity (deficit)
Capital Stock Authorized: 100,000,000 common share, $0.001 par value Issued and outstanding shares: 17,287,502		5,589				-				11,699		A, C		17,288
Capital Stock Authorized: 100,000,000 common share, $0.001 par value Issued and outstanding shares: 17,287,502		-				2,047				2,047		D		-
Additional paid in capital		523,894				665,582				(507,588	)	F		681,888
Deficit		(696,693	)			(2,261,431	)			696,693		E		(2,261,431	)
Total stockholders’ equity		(167,210	)			(1,593,802	)			198,757				(1,562,255	)
Total	$	7,601			$	401,908			$	29,637			$	439,146

 

See accompanying notes to the unaudited pro forma financial statements

 

 

Unaudited Pro Forma Statement of Operations

For the three months ended March 31, 2012

 

		Coronado Corp				Vampt Beverage USA, Corp				Pro Forma Adjustments					Pro Forma
		(Historical)				(Historical)
Revenue		$	-			$	27,850			$	-				$	27,850
Cost of goods sold			-				39,358				-					39,358
Gross Profit			-				(11,508	)			-					(11,508	)
Expenses
Compensation and benefits			-				164,387				-					164,387
General and administrative			3,577				28,707				(3,577	)		G		28,707
Professional fees			19,822				38,810				(19,822	)		G		38,810
Sales and marketing			-				57,634				-					57,634
Travel			-				20,654				-					20,654
			23,399				310,192				(23,399	)				310,192
Other Income (Expense)
Interest expense – related parties			(2,733	)			-				2,733			G		-
Gain on derivative liability			-				736				-					736
Interest expense			-				(33,372	)			-					(33,372	)
Loss on foreign exchange			(599	)			-				599					-
Net loss		$	(26,731	)		$	(354,336	)		$	26,731				$	(354,336	)
Basic and diluted loss per common share		$	(0.00	)			n/a							H	$	(0.02	)
Weighted average number of common shares outstanding			5,462,522				n/a				10,568,751			H		16,031,273

 

See accompanying notes to these unaudited pro forma financial statements

 

 

 Unaudited Pro Forma Statement of Operations

For the year ended December 31, 2011

 

		Coronado Corp				Vampt Beverage USA, Corp				Pro Forma Adjustments						Pro Forma
			(Historical)				(Historical)
Revenue		$	-			$	517,462			$	-					$	517,462
Cost of goods sold			-				916,376				-						916,376
Gross Profit			-				(398,914	)			-						(398,914	)
Expenses
Compensation and benefits			-				473,548				-						473,548
General and administrative			9,698				72,789				(9,698	)		G			72,789
Product research and development			-				100,174				-						100,174
Professional fees			26,152				127,555				(26,152	)		G			127,555
Sales and marketing			-				514,764				-						514,764
Travel			-				150,146				-						150,146
			35,850				1,438,976				(35,850	)					1,438,976
Other Income (Expense)
Interest expense – related parties			(41,765	)			-				41,765			G			-
Interest expense			-				(50,722	)			-						50,722
Gain on foreign exchange			1,182				-				(1,182	)		G			-
Net loss		$	(76,433	)		$	(1,888,612	)		$	76,433					$	(1,888,612	)
Basic and diluted loss per common share		$	(0.02	)			n/a							H		$	(0.12	)
Weighted average number of common shares outstanding			5,017,808				n/a				10,568,751			H			15,586,559

 

See accompanying notes to these unaudited pro forma financial statements

 

 

VAMPT AMERICA, INC.

Notes to the Pro Forma Financial Statements

(unaudited)

 

 NotE 1 – Basis of presentation

 

The unaudited pro forma consolidated balance sheet as at March 31, 2012 and the unaudited pro forma condensed statements of operations for the year end December 31, 2011 and the three month period ended March 31, 2012 are based on the unaudited balance sheets of Coronado Corp (the “Company) and Vampt Beverage USA, Corp (“Vampt”) as of March 31, 2012, the audited statements of operations for the year ended December 31, 2011 and the unaudited statements of operations for the three months ended March 31, 2012 combined with pro forma adjustments to give effect to the merger as if it occurred on March 31, 2012.

 

These unaudited pro forma financial statements are provided for illustrative purposes and do not purport to represent what the Company’s financial position would have been if such transactions has occurred on the above mentioned dates. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.

 

NOTE 2 – PRO FORMA ADJUSTMENTS TO BALANCE SHEET AND STATEMENTS OF OPERATIONS

 

A – To reflect the completion of the Company’s private placement financing, as if it happened March 31, 2012, by which it raised proceeds of $180,684 through the issuance of 1,129,169 common shares at a price of $0.16 per share and to reflect the settlement of the Company’s material liabilities as the use of the proceeds raised, with the remaining balance as an addition to cash. Capital stock increased by $1,130, representing the number of shares issued at par value of $0.001, with the difference of the total proceeds raised then allocated to additional paid-in capital.

 

B – To reflect the forgiveness of accrued interest of $18,073 owing to related parties as if it occurred on March 31, 2012.

 

C – To reflect the issuance of the Company’s common stock pursuant to the terms of the merger as described in Note 3.

 

D – To reflect the elimination of Vampt’s common stock pursuant to the terms of the merger as described in Note 3.

 

E – To reflect the elimination of the Company’s pre-merger historical accumulated deficit.

 

F – To reflect the impact to additional paid-in capital, of aggregate net transactions occurring in Notes A – E, as described above and summarized as follows:

 

	A		$	179,554
	B			18,073
	C			(10,569	)
	D			2,047
	E			(696,693	)
	Total		$	507,588

 

G – To reflect the elimination of the Company’s pre-merger expenses for the year ended December 31, 2011 and for the three months ended March 31, 2012.

 

H – The pro forma loss per common share is calculated as if the shares issued pursuant to the terms of the merger were issued at the beginning of the year ended December 31, 2012 and at the beginning of the three month period ended March 31, 2012 in order to give effect that shares had been issued at the beginning of the respective periods.

 

 

VAMPT AMERICA, INC.

Notes to the Pro Forma Financial Statements

(unaudited)

 

NOTE 3 – 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

 

The acquisition was accounted for as a recapitalization and Vampt was deemed the acquirer for accounting purposes. The substance of the transaction is a capital transaction and will be accounted for as a reverse takeover.

 

 

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.

 

 

Dated:  October 26, 2012		VAMPT AMERICA, INC.
	By:	/s/ Ian Toews
		Ian Toews
		Chief Executive Officer, Secretary and Treasurer