Attached files
As filed with the Securities and Exchange Commission on December 14, 2012
Registration No. 333-182728
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMPERICO CORP.
(Exact name of registrant as specified in its charter)
Nevada 7380 99-0374076
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
42 Rockwood Crescent, Incorp Services, Inc.
Thornhill, ON, L4J 7T2 2360 Corporate Circle Ste 400
Canada. Henderson, Nevada 89074-7722
Tel: (416) 273-6501 Tel: (702) 866-2500 Fax: (702) 866-2689
(Address and telephone number of (Name, address and telephone number
registrant's executive office) of agent for service)
Copies to:
Law Offices of Thomas E. Puzzo, PLLC.
3823 44th Ave, NE
Seattle, Washington 98105
Telephone: (206) 522-2256
Fax: (206) 260-0111
Approximate date of proposed sale to the public: as soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company: in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered per Share (1) Price (1) Fee (1)
-----------------------------------------------------------------------------------------------------------
Common Stock 1,480,000 $0.03 per share $44,400 $5.09
===========================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a) and (o) under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
SUBJECT TO COMPLETION, DATED DECEMBER 13, 2012
PROSPECTUS
AMPERICO CORP
1,480,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus for a period of up to two years
from the effective date. No public market currently exists for the securities
being offered. We will not receive any of the proceeds from the sale of the
shares by the selling stockholders. We are an "emerging growth company" under
applicable Securities and Exchange Commission rules and will be subject to
reduced public company reporting requirements.
The aggregate net proceeds that the selling shareholders will receive in this
offering assuming all of the share are sold at the offering price is $44,400.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 7 - 13.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The selling shareholders will sell our shares at a fixed price of $0.03 per
share until our shares are quoted on the OTC Bulletin Board. Sales price will be
fixed for the duration of the offering. There has been no market for our
securities and a public market may never develop, or, if any market does
develop, it may not be sustained. Our common stock is not traded on any exchange
or on the over-the-counter market. After the effective date of the registration
statement relating to this prospectus, we hope to have a market maker file an
application with the Financial Industry Regulatory Authority for our common
stock to be eligible for trading on the OTC Bulletin Board. We do not yet have a
market maker who has agreed to file such application. There can be no assurance
that our common stock will ever be quoted on a quotation service or traded on an
exchange, or that any market for our stock will develop.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
We are a development stage company with nominal operations. As a result, our
company is considered a shell company under Rule 405 of the Securities Act and
all of our selling shareholders are underwriters and sales price to the public
is fixed for the duration of the offering.
THE DATE OF THIS PROSPECTUS IS: DECEMBER 13, 2012
TABLE OF CONTENTS
PAGE
----
SUMMARY 3
RISK FACTORS 1
FORWARD-LOOKING STATEMENTS 14
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 14
DILUTION 14
SELLING SHAREHOLDERS 14
PLAN OF DISTRIBUTION 16
DESCRIPTION OF SECURITIES 18
INTEREST OF NAMED EXPERTS AND COUNSEL 19
DESCRIPTION OF BUSINESS 19
LEGAL PROCEEDINGS 24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 24
PLAN OF OPERATIONS 25
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 27
AVAILABLE INFORMATION 28
DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS 28
EXECUTIVE COMPENSATION 30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 31
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 31
FINANCIAL STATEMENTS 32
DEALER PROSPECTUS DELIVERY OBLIGATION
Until _________, 2012 (90 business days after the effective date of this
prospectus) all dealers that effect transactions in these securities whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealer's obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
2
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
OUR BUSINESS
We are a development stage company. We do not have revenues or operations; we
have minimal assets and have incurred losses since inception.
We are in the business of developing On-site WebState analytical software
designed to capture customer's behavior and customer's feedback on the visited
Web Sites. This behavior and feedback will be analyzed and compared against key
performance indicators, like marketing, in terms of a commercial context.
We are also going to develop an analytical service process which allows
comparing and ranking different websites within different categories of websites
based on a customer experience and likeness of the websites visited.
The behavior analysis and the ranking results will be submitted to website
owners for optimization and improvement of their website.
Our revenue will be earned by charging a fee for our services. We may also
receive commissions from other On-site WebState analytical companies to which we
will refer our potential clients.
We are currently developing a website (www.amperico.com ) which will include a
detailed description of our services. The website will allow our potential
clients to have a 3 month period of trial and place orders online. To date, we
have developed a business plan and registered domain name for our new website.
We are an "emerging growth company" within the meaning of the federal securities
laws. For as long as we are an emerging growth company, we will not be required
to comply with the requirements that are applicable to other public companies
that are not "emerging growth companies" including, but not limited to, not
being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements and the
exemptions from the requirements of holding a nonbinding advisory vote on
executive compensation and shareholder approval of any golden parachute payments
not previously approved. We intend to take advantage of these reporting
exemptions until we are no longer an emerging growth company. For a description
of the qualifications and other requirements applicable to emerging growth
companies and certain elections that we have made due to our status as an
emerging growth company, see "RISK FACTORS--RISKS RELATED TO THIS OFFERING AND
OUR COMMON STOCK - WE ARE AN `EMERGING GROWTH COMPANY' AND WE CANNOT BE CERTAIN
IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES
WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS" on page 12 of this
prospectus.
3
Our auditor have expressed concern about our ability to continue as a going
concern.
We have not yet developed our on-site analytical software product. We estimate
approximately 12 months and total expenditures of $29,456 to develop our product
for commercial use. We currently do not have sufficient funding to execute on
our business plan. Below are the steps necessary to develop and commercialize
our product.
1. Beginning of the planning process. Purchase Microsoft Project
Software.
2. Complete project plan
3. Collecting business requirements
4. High Level System design
5. Detailed System design by components
6. Developing simplified P.O.C. system
7. Testing P.O.C.
8. Developing full system by components
9. Testing, Packaging, Delivering to production
Our principal executive office is located at 42 Rockwood Crescent, Thornhill,
ON, L4J 7T2, Canada. Our telephone number is (775) 461 5130. We were
incorporated in the State of Nevada on December 20, 2011. Our fiscal year end is
May 31.
MANAGEMENT'S REASONS FOR BECOMING A PUBLIC COMPANY AT THIS TIME. PROS AND CONS
OF DOING SO, INCLUDING MANAGEMENT'S ESIMATE OF THE INCREASED EXPENSES OF
PUBLICITY REPORTING.
The management reasons for becoming public at this time are to increase its
visibility to future potential investors, and to increase shareholders value by
making their shares more marketable. Below we discuss other pros and cons of
publicly reporting company.
PROS
* Stock in the company can be used in part to finance future business
activities.
* The company may increase its prestige and visibility
* Shareholders of the company benefit from holding shares that are,
(subject to certain restrictions), freely marketable.
* Shares that are publicly traded generally command higher prices than
shares that are not publicly traded which may increase our
shareholders' value.
* Shareholders are able to diversify their investment portfolios, due to
the increased marketability of their shares.
CONS
* When a company goes public, management loses some of its freedom to
act without board approval and approval of a majority of the
shareholders in certain matters.
* The cost of an initial public offering is substantial, including,
legal and accounting, and registration fees. The expenses of this
offering are approximately $10,000. Thereafter complying with
reporting obligations will cost us a minimum of $10,000 per year.
4
* When a company becomes publicly held, the SEC requires it to reveal
sensitive information on an ongoing basis, including business
strategies, financial results, and executive salaries and compensation
arrangements.
* The company is required to have its financial statements audited on a
regular basis.
* A substantial portion of management time must be dedicated to initial
and ongoing reporting requirements of regulatory agencies rather than
to management of the company's operations.
THE OFFERING:
Securities Being Offered Up to 1,480,000 shares of common stock by selling
shareholders.
Offering Price The selling shareholders will sell our shares at
$0.03 per share until our shares are quoted on
the OTC Bulletin Board. Sales price will be fixed
for the duration of the offering. We determined
this offering price arbitrarily by adding a $0.01
premium to the last sale price of our common
stock to
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.
Termination of the Offering The offering will conclude when all of the
1,480,000 shares of common stock have been sold,
the shares no longer need to be registered or to
be sold due to the operation of Rule 144 or two
years from the date of this prospectus.
Securities Issued and to
be Issued 1,480,000 shares of our common stock to be sold
in this prospectus are issued and outstanding as
of the date of this prospectus. All of the common
stock to be sold under this prospectus will be
sold by existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Market for the common stock There has been no market for our securities. Our
common stock is not traded on any exchange or on
the Over-the-Counter market. After the effective
date of the registration statement relating to
this prospectus, we hope to have a market maker
file an application with FINRA for our common
stock to become eligible for trading on the
Over-the-Counter Bulletin Board. We do not yet
have a market maker who has agreed to file such
application. There is no assurance that a trading
market will develop or, if developed, that it
will be sustained. Consequently, a purchaser of
our common stock may find it difficult to resell
the securities offered herein should the
purchaser desire to do so.
5
SUMMARY FINANCIAL INFORMATION
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of August 31, 2012
---------------------
(Unaudited)
BALANCE SHEET
Total Assets $ 16,641
Total Liabilities $ 325
Stockholders' Equity $ 16,641
Period from December 20, 2011
(date of inception) to
August 31, 2012
---------------
(Unaudited)
STATEMENT OF OPERATIONS
Revenue $ --
Total Expenses $ 4,957
Net Loss $ (4,957)
6
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
While at August 31, 2012, we had cash on hand of $16,641 we have accumulated a
deficit of $4,957 in business organization and administrative expenses. At this
rate, we expect that we will only be able to continue operations for one year
without additional funding. We anticipate that additional funding will be needed
for general administrative expenses and marketing costs. We have not generated
any revenue from operations to date.
In order to expand our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business objectives, we may have to delay the implementation of our
business plan.
Currently we do not have enough cash on hand to execute our business plan over
the next 12 months, including development of our on-site analytical software
product.
We do not currently have any arrangements for financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds available to us is through the sale of additional shares of common
stock or advances from our director, and majority stockholder.
WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES OR PROFITS TO
DATE. THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE
OPERATIONS. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE
MAY HAVE TO CEASE OPERATIONS.
We were incorporated in December 2011 and we have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception is $5,484 of which $5,159 is for bank charges and fees and $325
is for organizational costs. Our ability to achieve and maintain profitability
and positive cash flow is dependent upon our ability to earn profit by
attracting enough clients who will use our services. We cannot guarantee that we
will be successful in generating revenues and profit in the future. Failure to
generate revenues and profit will cause us to suspend or cease operations.
BECAUSE OUR DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING
TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR
BUSINESS TO FAIL.
7
Our director, Alex Norton, will only be devoting limited time to our operations.
Mr. Norton intends to devote 20% to 25% of his business time to our affairs.
Because our director will only be devoting limited time to our operations, our
operations may be sporadic and occur at times which are convenient to them. As a
result, operations may be periodically interrupted or suspended which could
result in a lack of revenues and a possible cessation of operations. It is
possible that the demands on Alex Norton from his other obligations could
increase with the result that he would no longer be able to devote sufficient
time to the management of our business. In addition, Mr. Norton may not possess
sufficient time for our business if the demands of managing our business
increase substantially beyond current levels.
BECAUSE WE HAVE HAVE ONLY TWO OFFICERS AND ONE DIRECTOR WHO MAY HAVE NOT ENOUGH
EXPERIENCE AND FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGENENT, OUR
BUSINESS HAS A HIGH RISK OF FAILURE.
We have only two officers and one director. He has no formal training in
financial accounting and management; however, he is responsible for our
managerial and organizational structure, which will include preparation of
disclosure and accounting controls. When the disclosure and accounting controls
referred to above are implemented, he will be responsible for the administration
of them. Should he not have sufficient experience, he may be incapable of
creating and implementing the controls which may cause us to be subject to
sanctions and fines by the SEC which ultimately could cause you to lose your
investment. However, because of the small size of our expected operations, we
believe that he will be able to monitor the controls he will have created and
will be accurate in assembling and providing information to investors. In
addition, Alex Norton has no professional training in any aspects of our
business. As a result, he may not be able to recognize and take advantage of
potential acquisition and exploration opportunities in the sector without the
aid of qualified consultants. Consequently our operations, earnings and ultimate
financial success may suffer irreparable harm as a result.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We have incurred losses since our inception resulting in an accumulated deficit
of $5,484 at August 31, 2012. Further losses are anticipated in the development
of our business. As a result, there is substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent upon our ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come due. We will
require additional funds in order to provide proper service to our potential
clients. At this time, we cannot assure investors that we will be able to obtain
financing. If we are unable to raise needed financing, we will have to delay or
abandon our business operations. If we cannot raise financing to meet our
obligations, we will be insolvent and will be forced to cease our business
operations.
BECAUSE OUR DIRECTOR OWNS 67% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, HE CAN
MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.
8
Our director, Alex Norton, owns approximately 67% of the outstanding shares of
our common stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change in control.
The interests of our director may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
IF ALEX NORTON, OUR DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF
EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING, AND YOU COULD
LOSE YOUR INVESTMENT.
We depend on the services of our director Alex Norton for the future success of
our business. The loss of the services of Mr. Norton could have an adverse
effect on our business, financial condition and results of operations. If he
should resign or die we will not have a chief executive officer. If that should
occur, until we find another person to act as our chief executive officer, our
operations could be suspended. In that event it is possible you could lose your
entire investment. We do not carry any key personnel life insurance policies on
Mr. Norton and we do not have a contract for his services.
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS NON-U.S. RESIDENT OFFICER AND DIRECTOR.
While we are organized under the laws of State of Nevada, our director is
non-U.S. resident. Consequently, it may be difficult for investors to affect
service of process on Mr. Norton in the United States and to enforce in the
United States judgments obtained in United States courts against Mr. Norton
based on the civil liability provisions of the United States securities laws.
Since all our assets will be located outside of U.S., it may be difficult or
impossible for U.S. investors to collect a judgment against us.
OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATIONS AS WE MAY RECEIVE
PAYMENTS AND INCUR EXPENSES IN FOREIGN CURRENCY.
We will receive some of our earnings in US currency. However, some of our
clients may pay us in foreign currency. Also, as our operations are based in
Canada, some of our expenses will be incurred in Canadian dollars. If we are not
able to successfully protect ourselves against currency fluctuations, then our
profits will also fluctuate and could cause us to be less profitable or incur
losses, even if our business is doing well.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We plan to apply for listing of our common
stock on the over the counter bulletin board upon the effectiveness of the
registration statement, of which this prospectus forms a part. However, we can
provide investors with no assurance that our shares will be traded on the
9
bulletin board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK' RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL
BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE
THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their shares.
IF AND WHEN OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN
BOARD, THE TRADING PRICE MAY FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE
DIFFICULTY RESELLING THEIR SHARES.
As of the date of this Registration Statement, our common stock does not yet
trade on the Over-the-Counter Bulletin Board. If our shares of common stock
commence trading on the Bulletin Board, there is a volatility associated with
Bulletin Board securities in general and the value of your investment could
decline due to the impact of any of the following factors upon the market price
of our common stock: (i) disappointing results from our development efforts;
(ii) failure to meet our revenue or profit goals or operating budget; (iii)
decline in demand for our common stock; (iv) downward revisions in securities
analysts' estimates or changes in general market conditions; (v) technological
innovations by competitors or in competing technologies; (vi) lack of funding
generated for operations; (vii) investor perception of our industry or our
prospects; and (viii) general economic trends.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
10
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEBLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock.
WE ARE AN "EMERGING GROWTH COMPANY" AND WE CANNOT BE CERTAIN IF THE REDUCED
DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR
COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
We are an "emerging growth company," as defined in the Jumpstart our Business
Startups Act of 2012, and we may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies,
including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. We cannot predict if
investors will find our common stock less attractive because we will rely on
these exemptions. If some investors find our common stock less attractive as a
result, there may be a less active trading market for our common stock and our
stock price may be more volatile.
Under the Jumpstart Our Business Startups Act, "emerging growth companies" can
delay adopting new or revised accounting standards until such time as those
standards apply to private companies. We have irrevocably elected not to avail
ourselves to this exemption from new or revised accounting standards and,
therefore, we will be subject to the same new or revised accounting standards as
other public companies that are not "emerging growth companies."
We will also cease to be an "emerging growth company" if your total annual gross
revenue exceeds $1 billion or we issue more than $ 1 billion in non-convertible
debt in three years.
WE INCUR COSTS ASSOCIATED WITH SEC REPORTING COMPLIANCE, WHICH MAY SIGNIFICANTLY
AFFECT OUR FINANCIAL CONDITION.
We incur certain costs of compliance with applicable SEC reporting rules and
regulations including, but not limited to attorneys fees, accounting and
auditing fees, other professional fees, financial printing costs and
Sarbanes-Oxley compliance costs in an amount estimated at approximately $25,000
per year. On balance, the Company determined that the incurrence of such costs
and expenses was preferable to the Company being in a position where it had very
limited access to additional capital funding.
11
However, for as long as we remain an "emerging growth company" as defined in the
Jumpstart Our Business Startups Act of 2012, we intend to take advantage of
certain exemptions from various reporting requirements that are applicable to
other public companies that are not "emerging growth companies" including, but
not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved. We intend to take advantage of these
reporting exemptions until we are no longer an "emerging growth company."
We will remain an "emerging growth company" for up to five years, although if
the market value of our common stock that is held by non-affiliates exceeds $700
million as of any June 30 before that time, we would cease to be an "emerging
growth company" as of the following .
After, and if ever, we are no longer an "emerging growth company," we expect to
incur significant additional expenses and devote substantial management effort
toward ensuring compliance with those requirements applicable to companies that
are not "emerging growth companies," including Section 404 of the Sarbanes-Oxley
Act.
WE MAY HAVE POTENTIAL IMPACT OF "DO NOT TRACK" LEGISLATION ON OUR PROPOSED
BUSISS OPERATIONS.
Even though the United States has not yet adopted "Do Not Track" legislation,
various proposals being discussed would restrict internet companies from
collecting and selling data relating to consumer behavior on the internet. Thus,
it appears that this potential legislation could affect our proposed products,
including our On-site WebState analytical software designed to capture
customer's behavior and customer's feedback on the visited Web Sites.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF NEVADA STATE LAW HINDER A
POTENTIAL TAKEOVER OF THE COMPANY.
Though not now, we may be or in the future we may become subject to Nevada's
control share law. A corporation is subject to Nevada's control share law if it
has more than 200 stockholders, at least 100 of whom are stockholders of record
and residents of Nevada, and it does business in Nevada or through an affiliated
corporation. The law focuses on the acquisition of a "controlling interest"
which means the ownership of outstanding voting shares sufficient, but for the
control share law, to enable the acquiring person to exercise the following
proportions of the voting power of the corporation in the election of directors:
(i) one-fifth or more but less than one-third, (ii) one-third or more but less
than a majority, or (iii) a majority or more. The ability to exercise such
voting power may be direct or indirect, as well as individual or in association
with others.
The effect of the control share law is that the acquiring person, and those
acting in association with it, obtains only such voting rights in the control
shares as are conferred by a resolution of the stockholders of the corporation,
approved at a special or annual meeting of stockholders. The control share law
12
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to strip voting rights from the
control shares of an acquiring person once those rights have been approved. If
the stockholders do not grant voting rights to the control shares acquired by an
acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those
shares themselves do not acquire a controlling interest, their shares do not
become governed by the control share law.
If control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.
Nevada's control share law may have the effect of discouraging takeovers of the
corporation.
In addition to the control share law, Nevada has a business combination law
which prohibits certain business combinations between Nevada corporations and
"interested stockholders" for three years after the "interested stockholder"
first becomes an "interested stockholder," unless the corporation's board of
directors approves the combination in advance. For purposes of Nevada law, an
"interested stockholder" is any person who is (i) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (ii) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term "business
combination" is sufficiently broad to cover virtually any kind of transaction
that would allow a potential acquiror to use the corporation's assets to finance
the acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.
The effect of Nevada's business combination law is to potentially discourage
parties interested in taking control of us from doing so if it cannot obtain the
approval of our board of directors.
OUR BUSINESS IS AFFECTED BY SOFTWARE RELATED PROBLEMS SUCH AS PROGRAM BUGS AND
CHASHES.
Because our business is related to software development industry we can be
affected by software related problems, such as unforeseen program bugs and
crashes. Our proposed business operation can be affected by internet glitches
and discrepancies of different operating systems and browsers that our clients
may use. For an example, users of Mini Opera browser may have not be able to
fully integrated to our service.
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying
with the various rules and regulations, which are required of a public company.
As a result, we may not be able to operate successfully as a public company,
even if our operations are successful. We plan to comply with all of the various
rules and regulations, which are required of a public company. However, if we
cannot operate successfully as a public company, your investment may be
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
13
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.03 per share until our
shares are quoted on the OTC Bulletin Board. Sales price will be fixed for the
duration of the offering. We determined this offering price arbitrarily, by
adding a $0.01 premium to the last sale price of our common stock to investors.
There is no assurance of when, if ever, our stock will be listed on an exchange.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
1,480,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
provided under Regulation S of the Securities Act of 1933. All shares were
acquired outside of the United States by non-U.S. persons. The shares include
the following:
1,480,000 shares of our common stock that the selling shareholders acquired from
us in an offering that was exempt from registration under Regulation S of the
Securities Act of 1933 that was completed on February 9, 2012.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
14
Total Number Of
Shares To Be
Offered For Total Shares to Percentage of
Shares Owned Selling Be Owned Upon Shares owned Upon
Name Of Prior To This Shareholders Completion of This Completion of This
Selling Shareholder Offering Account Offering Offering
------------------- -------- ------- -------- --------
KSENIA TOMSKAIA 60,000 60,000 Nil Nil
ILIA TOMSKI 60,000 60,000 Nil Nil
BORIS AKSMAN 60,000 60,000 Nil Nil
INNA AKSMAN 60,000 60,000 Nil Nil
SERGUEI FENEV 60,000 60,000 Nil Nil
TATIANA FENEVA 60,000 60,000 Nil Nil
MARIA TOMSKAIA 60,000 60,000 Nil Nil
MAXIM KOUDACHKINE 60,000 60,000 Nil Nil
TATIANA KOUDACHKINE 60,000 60,000 Nil Nil
TAMARA BEREZOVSKY 60,000 60,000 Nil Nil
VITALI KOUDACHKINE 60,000 60,000 Nil Nil
VALERIAN GOUMBERIDZE 60,000 60,000 Nil Nil
ELENA GOUMBERIDZE 60,000 60,000 Nil Nil
VLADISLAV GOUMBERIDZE 60,000 60,000 Nil Nil
VALENTINA GOUMBERIDZE 60,000 60,000 Nil Nil
ALEXANDER BER 60,000 60,000 Nil Nil
VLADIMIR KOLOSSOVSKI 60,000 60,000 Nil Nil
MARINA KONEVETSKY 60,000 60,000 Nil Nil
ANNA URBANSKA 50,000 50,000 Nil Nil
VICTOR SOUTYRINE 50,000 50,000 Nil Nil
TATIANA SHULMAN 50,000 50,000 Nil Nil
EVGENIA GONIKMAN 50,000 50,000 Nil Nil
ANNA PROKOFEVA 50,000 50,000 Nil Nil
RICCARDO GONCALVES 50,000 50,000 Nil Nil
KYLE RAATS 50,000 50,000 Nil Nil
EKATERINA RAATS 50,000 50,000 Nil Nil
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold. The percentages are based on 4,480,000 shares of
common stock issued and outstanding on the date of this prospectus.
15
None of the selling shareholders:
1. has had a material relationship with us other than as a shareholder at
any time within the past three years;
2. has ever been one of our officers or directors;
3. is a broker-dealer; or a broker-dealer's affiliate.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions. There are no arrangements,
agreements or understandings with respect to the sale of these securities.
The selling shareholders will sell our shares at a fixed price $0.03 per share
for the duration of the offering. We determined this offering price arbitrarily.
There is no assurance of when, if ever, our stock will be listed on an exchange
or quotation system.
We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities Act, because we have nominal assets and nominal operations.
Accordingly, the securities sold in this offering can only be resold through
registration under Section 5 the Securities Act of 1933, Section 4(1), if
available, for non-affiliates or by meeting the conditions of Rule 144(i).
If applicable, the selling shareholders may distribute shares to one or more
investors who are unaffiliated with us. Such partners may, in turn, distribute
such shares as described above. If these shares being registered for resale are
transferred from the named selling shareholders and the new shareholders wish to
rely on the prospectus to resell these shares, then we must first file a
prospectus supplement naming these individuals as selling shareholders and
providing the information required concerning the identity of each selling
shareholder and his or her relationship to us. There is no agreement or
understanding between the selling shareholders and any investors with respect to
the distribution of the shares being registered for resale pursuant to this
registration statement.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
16
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which contains:
a description of the nature and level of risk in the market for penny
stocks in both public
offerings and secondary trading;
a description of the broker's or dealer's duties to the customer and of the
rights and remedies
available to the customer with respect to a violation of such duties or
other requirements;
a brief, clear, narrative description of a dealer market, including "bid"
and "ask" prices for penny stocks and the significance of the spread
between the bid and ask price;
a toll-free telephone number for inquiries on disciplinary actions;
a definition of significant terms in the disclosure document or in the
conduct of trading penny
stocks; and such other information and is in such form (including language,
type, size, and format) as the Commission shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
bid and offer quotations for the penny stock;
the compensation of the broker-dealer and its salesperson in the
transaction;
17
the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
monthly account statements showing the market value of each penny stock
held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As of August 31, 2012, there were 4,480,000 shares of our common stock issued
and outstanding that is held by 27 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
18
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest,
direct or indirect, in the registrant or any of its parents or subsidiaries. Nor
was any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Law Offices of Thomas E. Puzzo, PLLC has provided an opinion on the validity of
our common stock.
The financial statements included in this prospectus and the registration
statement have been audited by D. Brooks and Associates CPA's, P.A., to the
extent and for the periods set forth in their report appearing elsewhere in this
document and in the registration statement filed with the SEC, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
DESCRIPTION OF BUSINESS
PRODUCTS/SERVICES
We will offer our clients an On-site WebState analytical tool which will allow
clients to perform web analytics including measurement, collection, analysis and
reporting of internet data for purposes of optimizing and improving of web usage
by potential customers.
Currently there are two categories of WebState analytics; Off-site and On-site.
19
Off-site web analytics refers to web measurement and analysis regardless of
whether you own or maintain a website. It includes the measurement of a
website's potential audience (opportunity), share of voice (visibility), and
buzz (comments) that is happening on the Internet as a whole.
On-site web analytics measure a visitor's journey once on a specific website.
This includes its drivers and conversions; for example, which landing pages
encourage people to make a purchase. In online marketing a landing page is a
single web page that appears in response to clicking on an advertisement. The
landing page will usually display directed sales copy that is a logical
extension of the advertisement or link.
Our On-site web analytical tool measures and collects data of the performance of
a clients' website in terms of a commercial context. This data is compared
against key performance indicators for performance, and used to improve the
client's web site.
Our analytical tool includes a small program - applet, that is embedded in our
client's website to collect several parameters like traffic, stay time (the time
a visitor spend looking at one page), number of clicks, number of returns to the
same page, number of returns to the website, an active sales per 1,000 visits.
Also the visitor will be able to provide structural and free form feedback on
each page of the website. The small and not intrusive applet embedded on all
pages of our client's website will provide the means for sending the feedback to
the Amperico database for WebState analytics and anonymous storage.
Information then will be analyzed, compared to the other websites in term of
commercial context and a report with recommendations will be generated and sent
back to the website owner. The report will contain an area of required
improvements and recommendations based on the visitors' feedback. By following
our recommendations clients' websites will get more visibility, traffic and
eventually will lead to more sales.
Currently we do not have this database; at this point it is a technical
proposal.
We're planning to build and host the database by ourselves and use 3rd party for
backup.
MARKETING OUR SERVICES
Our plan in the next 12 months is to advertise our services on the Internet as
well as by sending out regular e-letters and special promotions to our new and
existing clients.
We also plan referral agreements with various Internet analyzing companies in
order to generate an additional revenue.
CONTRACT FOR WEBPAGE ANALYTICAL SERVICES
We have executed a Contract for WebPage Analytical Services with Telvid Inc
based in Thornhill, ON, Canada (www.frbo.ca "Telvid"). Telvid specializes in
rental property advertisement and owns a network of several hundreds websites.
Under the terms of the agreement we will provide Telvid a Website Feedback
Applet to be integrated with applet ID for each Webpage where the applet is
installed. We will send monthly report of customer feedback to the Telvid at the
end of each calendar month. Other material terms of the agreement are as
follows:
20
1. Telvid shall pay us a monthly fee $ 0.99 USD per webpage where the
applet is installed.
2. Payment is due within 30 days since invoice issue date.
3. The applet is a property of the Amperico.
4. All knowledge and information acquired during the term of this
Contract with respect to the business and products of the client will
be treated by Amperico as confidential until and unless stipulated by
Tlvid.
5. This contract can be modified orally or in writing by agreement of
both parties.
6. Either party may terminate this contract by giving a 30 days' notice
in writing.
7. Contract is in effect since March 24, 2012.
We have not delivered any services or products to Telvid to date.
WEBSITE MARKETING STRATEGY
We plan to develop a website to market and display our services. To accomplish
this, we plan to contract an independent web designing company. Our website will
describe our services in detail, show our contact information, and include some
general information and description of our services.
We intend to promote our website by displaying it on our business cards. We
intend to attract traffic to our website by a variety of online marketing
tactics such as registering with top search engines and advertising on related
websites.
REVENUE
There are several ways how the company will generate its profit.
REVENUE FROM DIRECT SALES OF THE SERVICE TO THE WEBSITE OWNERS
Direct sales of the services to the Website owners will be a primary source of
the company revenue.
Special information collecting applets will be sold to website owners who desire
to increase web traffic and improve web site appearance.
There are three versions of the applet: Basic, Professional and
Enterprise--depending on the needs of the customer.
The selling price of the basic version is $0.99 USD per web page per month
21
Basic version includes visitor activity statistics, page navigation tracing,
number of clicks and mouse movement topography.
The selling price of the Professional version is $2.99 USD per page per month.
Professional version includes all features of the basic version plus visitor
feedback.
The selling price of the Enterprise version is $14.99 USD per page per month.
Professional version includes all features of the professional version plus
analysis of the traffic including geographical locations of the customers.
Also comparison repost with other similar website will be issued monthly.
REFERRAL COMMISSIONS REVENUE
Referral commissions will be the secondary source of the revenue.
Some perspective customers, who wish to use services of other providers, will be
referred to those companies. The company receiving the referral will pay a
commission to Amperico Corp. for each referral and additional fees if a customer
actually subscribes to their services. The commission may range from 5% to 10%
of the total amount paid by the customer.
WEB ADVERTISING REVENUE
Web advertising will be an additional source of Company revenue.
The basic applet will contain a certain amount of space allocated for
advertising.
The applet works on a background gathering information about user actions on the
specific web page and normally not visible to the public until feedback button
is clicked. Once it is clicked the applet becomes visible with the several
feedback options. The frame (bezel) of the applet has space for small
advertisements.
The applet size is about a quarter of the whole screen. It has two buttons:
"Send feedback" and "Cancel" by clicking "Cancel" button the applet window
becomes closed.
This space may be sold according to the current market price for similar
products.
COMPETITION
The On-site WebState analytical service market is highly competitive. We expect
competition to continue to intensify in the future. Our major competitors
include companies with substantial customer bases and working history. They are
Google, Adobe, Mixpanel, Unilytics and the like.
Google offers number of web analytical tools: Analysis Tools; Content Analytics;
Social Analytics; Mobile Analytics; Conversion Analytics; Advertising Analytics.
Adobe offers Adobe SiteCatalyst Real-time, high-performance analytics and
reporting. This tool provides marketers with actionable, real-time web analytics
intelligence about digital strategies and marketing initiatives.
22
Mixpanel provides mobile analytics and special tools to analyze the data.
Unilytics provides a package for Web Analytics and Optimization Solutions.
There can be no assurance that we can obtain and maintain a competitive position
against current or future competitors, particularly those with greater
financial, marketing, service, support, technical and other resources. Our
failure to obtain and maintain a competitive position within the market could
have a material adverse effect on our business, financial condition and results
of operations. There can be no assurance that we will be able to compete
successfully against current and future competitors, and competitive pressures
faced by us may have a material adverse effect on our business, financial
condition and results of operations.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
products liability action, we may not have sufficient funds to defend the
litigation. If that occurs a judgment could be rendered against us that could
cause us to cease operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
We are a development stage company and currently have no employees, other than
our director. We intend to hire employees on an as needed basis.
OFFICES
Our offices are located at 42 Rockwood Crescent, Thornhill, ON, L4J 7T2, Canada.
Our telephone number is (775) 461 5130. This is the office of our President,
Alex Norton. We do not pay any rent to Mr. Norton and there is no agreement to
pay any rent in the future. Upon the completion of our offering, we intend to
establish an office elsewhere. As of the date of this prospectus, we have not
sought or selected a new office sight.
EMPLOYEES
We are a development stage company and we have no employees as of the date of
this prospectus, other than our director.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
23
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 2360 Corporate Circle STE 400, Henderson, Nevada
89074-7722.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 27 registered
shareholders.
RULE 144 SHARES
Currently, none of our securities may be resold pursuant to Rule 144.
We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities Act, because we have nominal assets and nominal operations.
Accordingly, the securities sold in this offering can only be resold through
registration under Section 5 the Securities Act of 1933, Section 4(1), if
available, for non-affiliates or by meeting the conditions of Rule 144(i). A
holder of our securities may not rely on the safe harbor from being deemed
statutory underwriter under Section 2(11) of the Securities Act, as provided by
Rule 144, to resell his or her securities. Only after we (i) are not a shell
company, and (ii) have filed all reports and other materials required to be
filed by section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months (or for such shorter period that we may be required to file
such reports and materials, other than Form 8-K reports); and have filed current
"Form 10 information" with the SEC reflecting our status as an entity that is no
longer a shell company for a period of not less than 12 months, can our
securities be resold pursuant to Rule 144. "Form 10 information" is, generally
speaking, the same type of information as we are required to disclose in this
prospectus, but without an offering of securities. These circumstances regarding
how Rule 144 applies to shell companies may hinder your resale of your shares of
the Company.
24
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1 we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
PLAN OF OPERATION
We will rely on our president's educational background and work experience in
the software design industry to service our clients and develop our business. As
our business expands, we may hire additional representatives and analytical
consultants. Below are the main steps and milestones the company plans for this
fiscal year.
STEP BY STEP COST OF OPERATION (US DOLLARS)
Aug-Sep 2012 Register domain name and begin to develop company's website. $ 200
Create a database of potential clients $ 200
Begin to Deveop Project plan. Purchase Microsoft Project Software $ 356
The expected cost for this step is: $ 756 $ 756
Oct-Nov 2012 Begin meeting prospective clients and negotiating referral agreements.
Costs include telephone and travel expenses. $ 600
Begin advertising campaign. Printing, fliers. Placing online adds.
Advertising will be an ongoing activity throughout the lifetime of
our operations. $ 1,000
Complete project plan $ 200
Collect business requirements $ 200
The expected cost for this step is: $ 2,000 $ 2,000
25
Dec-Jan 2012- Attract new clients and continue executing agreements with existing
2013 clients. Costs include telephone and travel expenses. $ 600
Launch our website. $ 300
High Level System design using Microsoft Project $ 700
Detailed System design by components. $ 1,000
The expected cost for this step is: $ 2,600 $ 2,600
Feb-Mar 2012 Continue improving/updating website $ 200
Develop and set up additional programs for analytical process to
expand the range of analytical services offered. $ 1,500
Developing simplified POC (Proof Of Concept) System $ 1,000
The expected cost for this step is: $ 2,700 $ 2,700
Apr-May 2013 Hire 1-2 analytical service consultants to help us serve our clients.
The number of consultants will depend on our level of business activity.
Their salary will be commission based. $ 0
Testing POC System $ 300
Developing full System by Components $ 1,500
The expected cost for this step is: $ 1,800 $ 1,800
Jun-Jul 2013 Continue to advertise our business. $ 500
Continue to expand client's database. $ 0
QA (Quality Assurance) Testing, Packaging, Delivering to production $ 600
The expected cost for this step is: $ 1,100 $ 1,100
Subtotal for all steps is: $10,956 $15,400
General administrative costs: office electronics and utilities, network
technical assistance and computer maintenance work $ 8,500
Total: $19,456 $19,456
Professional fees, including fees payable in connection with the filing
of this registration statement and complying with reporting obligations. $10,000
-------
Grand Total: $29,456
=======
The total cost of operation is: $29,456.
We have $14,285 available and we still have deficit of $15,171.
26
Based on our current operating plan, we do not expect to generate revenue that
is sufficient to cover our expenses for the next 12 months. In addition, we do
not have sufficient cash and cash equivalents to execute our operations and will
need to obtain additional financing to operate our business for the next 12
months. Additional financing, whether through public or private equity or debt
financing, arrangements with the security holder or other sources to fund
operations, may not be available, or if available, may be on terms unacceptable
to us. Our ability to maintain sufficient liquidity is dependent on our ability
to raise additional capital. If we issue additional equity securities to raise
funds, the ownership percentage of our existing security holder would be
reduced. New investors may demand rights, preferences or privileges senior to
those of existing holders of our common stock. Debt incurred by us would be
senior to equity in the ability of debt holders to make claims on our assets.
The terms of any debt issued could impose restrictions on our operations. If
adequate funds are not available to satisfy either short or long-term capital
requirements, our operations and liquidity could be materially adversely
affected and we could be forced to cease operations. At the present time, we
have not received any confirmation from any party of their willingness to loan
or invest funds to the company but will seek funding advances from sources such
as our director or from the sale of our common stock.
Currently the Company does not employ any employees, however as the Company
grows, it plans to employ additional employees, as required.
If we cannot generate sufficient revenues to continue operations, we may be
forced to suspend or cease operations.
RESULTS OF OPERATIONS FOR PERIOD ENDING AUGUST 31, 2012
We did not earn any revenues from our incorporation on December 20, 2011 to
August 31, 2012. We incurred operating expenses in the amount of $5,484 for the
period from our inception on December 20, 2011 to August 31, 2012. These
operating expenses were comprised of incorporation expenses of $325 and bank
charges and fees of $5,159.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue activities. For these reasons, there is substantial doubt
that we will be able to continue as a going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
27
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
Our executive officer and director and his age as of the date of this prospectus
is as follows:
DIRECTOR:
Name of Director Age
---------------- ---
Alex Norton 55
EXECUTIVE OFFICER:
Name of Officer Age Office
--------------- --- ------
Alex Norton 55 President, Chief Executive Officer,
Secretary, Chief Financial Officer
and Chief Accounting Officer
Vladimir Kolossovski 58 Treasurer
28
BIOGRAPHICAL INFORMATION
Set forth below as a brief background and business experience description of our
President for the last ten years. Since our inception on December 20, 2011, Alex
Norton has been our President, Chief Executive Officer, Secretary, and Chief
Financial Officer.
From 2000 to present his practical work and background has been closely
tightened with software consulting work for IT companies (Sybertek Dallas, TX;
Sprint Kansas city, MO) and financial institutions in The USA (Pacific Life, NY
Life) and Canada. He has been leading multiple large software projects.
In 2009 Mr. Norton completed a Project Management program at Ryerson University
of Toronto, Canada.
Alex Norton holds a bachelor degree in computer science and economics from
University of Economics and Law, Irkutsk, Russia.
Our director has strong background in software development and management. He is
certified Project Manager Professional (PMP) with over 20 years of IT
experience. Currently hi is a team leader and is managing system analysis and
software development and we believe that qualifies him as an expert in software
development industry.
Vladimir Kolossovski is our treasurer. For the past 10 years Mr. Kolossovski has
been working as a QA Engineer for Isoted Ground Inc. in Ashdod, Israel. His
duties include testing the quality of the road building materials and quality of
the road constructions.
In 1979 Vladimir Kolossovski graduated with Bachelor degree from the State
University in Irkutsk, Russia.
Mr. Norton has not been a member of the board of directors of any corporations
during the last ten years. During the past ten years, Mr. Norton has not been
the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Norton was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Norton's involvement in
any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
TERM OF OFFICE
Our director is appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our officers and director.
29
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officer by any person for all services rendered in all capacities
to us for the period from our incorporation on December 20, 2011 to August 31,
2012 and subsequent thereto to the date of this prospectus.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Alex Norton 2011 None None None None None None None None
President, CEO, 2012 None None None None None None None None
CFO, Secretary,
Chief Accounting
Officer, and
director
Vladimir 2012 None None None None None None None None
Kolossovski
Treasurer
STOCK OPTION GRANTS
We have not granted any stock options to our executive officers since our
inception.
CONSULTING AGREEMENTS
We do not have an employment or consulting agreement with Alex Norton and
Vladimir Kolossovski. We do not pay them for acting as a director or officer.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by our director, individually at August 31, 2012. Except as
otherwise indicated, all shares are owned directly.
30
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
----- ------------------- --------- --------
Common Alex Norton 3,000,000 67.0%
Stock President, Chief Executive Officer,
Chief Financial Officer, Secretary,
Chief Accounting Officer and Director
42 Rockwood Crescent
Thornhill, ON, L4J 7T2, Canada
Common Vladimir Kolossovski 60,000 1.3%
Stock Treasurer
42 Rockwood Crescent
Thornhill, ON, L4J 7T2, Canada
The percent of class is based on 4,480,000 shares of common stock issued and
outstanding as of the date of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our outstanding
shares of common stock;
* Our sole promoter, Alex Norton;
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our director is indemnified as provided by the Nevada Revised Statutes and our
Bylaws. We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to court of appropriate jurisdiction. We will then be governed by the
court's decision.
31
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
MAY 31, 2012
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of May 31, 2012 F-2
Statement of Operations for the Period from December 20, 2011
(Date of Inception) to May 31, 2012 F-3
Statement of Stockholders' Equity for the Period from December 20, 2011
(Date of Inception) to May 31, 2012 F-4
Statement of Cash Flows for the Period from December 20, 2011
(Date of Inception) to May 31, 2012 F-5
Notes to the Financial Statements F-6
32
D. Brooks and Associates CPA's, P.A.
Certified Public Accountants * Valuation Analyst * Advisors
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholder of Amperico Corp.
(A Development Stage Company)
We have audited the accompanying balance sheet of Amperico Corp. (A Development
Stage Company) as of May 31, 2012, and the related statements of operations,
stockholders' equity, and cash flows for the period from December 20, 2011
(Inception) through May 31, 2012. Amperico Corp.'s management is responsible for
these financial statements. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
We were not engaged to examine management's assertion about the effectiveness of
Amperico Corp.'s internal control over financial reporting as of May 31, 2012
and, accordingly, we do not express an opinion thereon.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Amperico Corp. (A Development
Stage Company) as of May 31, 2012, and the results of its operations and cash
flows for the period from December 20, 2011 (Inception) through May 31, 2012 in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company is in the development stage, and has not
established any source of revenue to cover its operating costs. As such, it has
incurred an operating loss since inception. Further, as of as May 31, 2012, the
cash resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan regarding these
matters is also described in Note 6 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ D. Brooks and Associates CPA's, P.A
------------------------------------------------
D. Brooks and Associates CPA's, P.A
West Palm Beach, FL
July 11, 2012
D. Brooks and Associates CPA's, P.A. 8918 Marlamoor Lane,
West Palm Beach, FL 33412 - (954) 592-2507
F-1
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF MAY 31, 2012
ASSETS
Current Assets:
Cash and cash equivalents $ 21,598
--------
Total Current Assets $ 21,598
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loan from director $ 325
--------
Total Current Liabilities 325
--------
Stockholders' Equity:
Common stock, par value $0.001; 75,000,000 shares authorized;
4,480,000 shares issued and outstanding 4,480
Additional paid in capital 17,320
Deficit accumulated during the development stage (527)
--------
Total Stockholders' Equity 21,273
--------
Total Liabilities and Stockholders' Equity $ 21,598
========
See accompanying notes to financial statements.
F-2
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM DECEMBER 20, 2011 (INCEPTION) TO MAY 31, 2012
REVENUES $ 0
----------
OPERATING EXPENSES
General and administrative expenses 527
----------
TOTAL OPERATING EXPENSES 527
----------
NET LOSS FROM OPERATIONS (527)
PROVISION FOR INCOME TAXES 0
----------
NET LOSS $ (527)
==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 3,223,272
==========
See accompanying notes to financial statements.
F-3
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 20, 2011 (INCEPTION) TO MAY 31, 2012
Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Balance, December 20, 2011
(Inception) -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.001
per share 3,000,000 3,000 -- -- 3,000
Shares issued for cash at $0.01
per share 1,080,000 1,080 9,720 -- 10,800
Shares issued for cash at $0.02 400,000 400 7,600 -- 8,000
per share
Net loss -- -- -- (527) (527)
--------- ------- -------- -------- --------
Balance, May 31, 2012 4,480,000 $ 4,480 $ 17,320 $ (527) $ 21,273
========= ======= ======== ======== ========
See accompanying notes to financial statements.
F-4
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM DECEMBER 20, 2011 (INCEPTION) TO MAY 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (527)
--------
CASH USED IN OPERATING ACTIVITIES (527)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 21,800
Loan from director 325
--------
CASH PROVIDED BY FINANCING ACTIVITIES 22,125
--------
NET INCREASE IN CASH 21,598
Cash, beginning of period 0
--------
CASH, END OF PERIOD $ 21,598
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========
See accompanying notes to financial statements.
F-5
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Amperico Corp. ("the Company") was incorporated under the laws of the State of
Nevada on December 20, 2011. The Company is in the business of developing
On-site Web-state analytical software designed to capture customer's behavior
and feedback on the visited websites. This behavior and feedback will be
analyzed and compared against key performance indicators, like marketing, in
terms of a commercial context. The Company plans to develop an analytical
service that will allow users of the software to compare and rank different
websites within different categories of websites based on customer experience
and opinion of the websites visited. The behavior analysis and the ranking
results will be submitted to website owners for optimization and improvement of
their websites.
The Company's headquarters are located in Ontario, Canada. The Company has not
generated any revenues or incurred any costs in implementing its operating
strategies.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
DEVELOPMENT STAGE COMPANY
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles applicable to development stage
companies. A development-stage company is one in which planned principal
operations have not commenced or if its operations have commenced, there has
been no significant revenues there from.
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company has adopted a May 31 fiscal year end.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of amounts due to its director and
major stockholder. The carrying amount of these financial instruments
approximates fair value due to their short term maturity.
INCOME TAXES
Deferred tax assets and liabilities are determined based on the differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that will be in effect when the differences are
expected to reverse. A valuation allowance is established when necessary to
reduce deferred tax assets to the amounts expected to be realized.
The Company accounts for income taxes under the provisions of Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740, "Accounting for Income Taxes. It prescribes a recognition threshold and
measurement attributes for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. As a result,
the Company has applied a more-likely-than-not recognition threshold for all tax
uncertainties. The guidance only allows the recognition of those tax benefits
that have a greater than 50% likelihood of being sustained upon examination by
the various taxing authorities. The Company is subject to taxation in the United
States. All of the Company's tax years are subject to examination by Federal and
state jurisdictions.
The Company classifies penalties and interest related to income taxes as income
tax expense in the Statements of Operations.
F-6
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
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 and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
BASIC INCOME (LOSS) PER SHARE
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share is calculated
by dividing the Company's net loss available to common shareholders by the
diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted for any potentially dilutive debt or equity. There
were no such common stock equivalents outstanding during the Period from
December 20, 2012 (Inception) through May 31, 2012.
RECENT ACCOUNTING PRONOUNCEMENTS
Because the Company has been recently organized and has not commenced
operations, the new accounting standards have no significant impact on the
financial statements and related disclosures. As new accounting pronouncements
are issued, the Company will adopt those that are applicable under the
circumstances.
NOTE 3 - COMMON STOCK
On January 9, 2012, the Company issued 3,000,000 shares of common stock for cash
proceeds of $3,000 at $0.001 per share.
On April 12, 2012, the Company issued 1,080,000 shares of common stock for cash
proceeds of $10,800 at $0.01 per share.
On May 14, 2012, the Company issued 400,000 shares of common stock for cash
proceeds of $8,000 at $0.02 per share.
NOTE 4 - RELATED PARTY TRANSACTION
On December 20, 2011, director loaned $325 to incorporate the Company. The loan
is unsecured, non-interest bearing and due on demand.
The balance due to the director was $325 as of May 31, 2012.
F-7
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012
NOTE 5 - INCOME TAXES
The provision (benefit) for income taxes for the period from December 20, 2012
(Inception) to May 31, 2012 consists of the following:
Current
Federal $ --
State --
Deferred Federal (179)
State (16)
Change in valuation allowance 195
--------
$ --
========
The Company's income tax rate computed at the statutory federal rate of 34%
differs from its effective tax rate primarily due to permanent items, state
taxes and the change in the deferred tax asset valuation allowance.
Income tax at statutory rate 34.00%
State income taxes, net of federal benefit 3.30
Change in valuation allowance (37.30)
--------
Total 0.00%
========
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. In assessing the
realizability of deferred tax assets, Management evaluates whether it is more
likely than not that some portion or all of its deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. Management considers the scheduled reversal of
deferred tax liabilities, projected future taxable income and tax planning
strategies in making this assessment. Based on Management's evaluation, the net
deferred tax asset was offset by a full valuation allowance in all periods
presented. The Company's deferred tax asset valuation allowance will be reversed
if and when the Company generates sufficient taxable income in the future to
utilize the tax benefits of the related deferred tax assets. The tax effects of
temporary differences that give rise to significant portions of the deferred tax
assets and tax liabilities are as follows:
Net operating loss $ 75
Amortization of organizational costs
Gross deferred tax assets: 120
Less: valuation allowance (195)
--------
Net deferred tax asset $ --
========
As of May 31, 2012 the Company had a net operating loss carry-forward of
approximately $202 which may be used to offset future taxable income and begins
to expire in 2031. Should a change in ownership occur net operating loss carry
forwards may be limited as to use in future years.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company has not generated any revenues
as of May 31, 2012. The Company currently has limited working capital, and has
not completed its efforts to establish a stabilized source of revenues
sufficient to cover operating costs over an extended period of time.
F-8
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012
NOTE 6 - GOING CONCERN (CONTINUED)
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to May 31, 2012 to July 11, 2012, the date these financial statements
were available to be issued, and has determined that it does not have any
material subsequent events to disclose in these financial statements.
F-9
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
AUGUST 31, 2012
Balance Sheets as of August 31, 2012 (unaudited) and
May 31, 2012 (audited) F-11
Statements of Operations for the Three Months ended
August 31, 2012 and Period from December 20, 2011
(Date of Inception) to August 31, 2012 F-12
Statement of Stockholders' Equity for the Period from
December 20, 2011 (Date of Inception) to August 31, 2012 F-13
Statements of Cash Flows for the Three Months ended
August 31, 2012 and the Period from December 20, 2011
(Date of Inception) to August 31, 2012 F-14
Notes to the Financial Statements F-15
F-10
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
August 31, May 31,
2012 2012
-------- --------
(unaudited) (audited)
ASSETS
Current Assets
Cash and cash equivalents $ 16,641 $ 21,598
-------- --------
Total current assets $ 16,641 $ 21,598
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Loan from director $ 325 $ 325
-------- --------
Total current liabilities 325 325
-------- --------
Stockholders' Equity:
Common stock, par value $0.001; 75,000,000 shares authorized;
4,480,000 shares issued and outstanding 4,480 4,480
Additional paid in capital 17,320 17,320
Deficit accumulated during the development stage (5,484) (527)
-------- --------
Total stockholders' equity 16,316 21,273
-------- --------
Total liabilities and stockholders' equity $ 16,641 $ 21,598
======== ========
See accompanying notes to financial statements.
F-11
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Uunaudited)
For the
Period from
Three Months December 20, 2011
Ended (Inception) to
August 31, August 31,
2012 2012
---------- ----------
REVENUES $ 0 $ 0
---------- ----------
OPERATING EXPENSES
General and administrative expenses 4,957 5,484
---------- ----------
TOTAL OPERATING EXPENSES 4,957 5,484
---------- ----------
NET LOSS FROM OPERATIONS (4,957) (5,484)
PROVISION FOR INCOME TAXES 0 0
---------- ----------
NET LOSS $ (4,957) $ (5,484)
========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,480,000 3,681,608
========== ==========
See accompanying notes to financial statements.
F-12
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIODS FROM DECEMBER 20, 2011 (INCEPTION) TO AUGUST 31, 2012
(Uunaudited)
Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Balance, December 20, 2011
(Inception) -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.001
per share 3,000,000 3,000 -- -- 3,000
Shares issued for cash at $0.01
per share 1,080,000 1,080 9,720 -- 10,800
Shares issued for cash at $0.02 400,000 400 7,600 -- 8,000
per share
Net loss -- -- -- (527) (527)
--------- ------- -------- -------- --------
Balance, May 31, 2012 4,480,000 4,480 17,320 (527) 21,273
Net loss -- -- -- (4,957) (4,957)
--------- ------- -------- -------- --------
Balance, August 31, 2012 4,480,000 $ 4,480 $ 17,320 $ (5,484) $ 16,316
========= ======= ======== ======== ========
See accompanying notes to financial statements.
F-13
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(Uunaudited)
For the
Period from
Three Months December 20, 2011
Ended (Inception) to
August 31, August 31,
2012 2012
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (4,957) $ (5,484)
-------- --------
CASH USED IN OPERATING ACTIVITIES (4,957) (5,484)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 21,800
Loan from director -- 325
-------- --------
CASH PROVIDED BY FINANCING ACTIVITIES -- 22,125
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,957) 16,641
Cash, beginning of period 21,598 --
-------- --------
CASH, END OF PERIOD $ 16,641 $ 16,641
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========
See accompanying notes to financial statements.
F-14
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2012
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Amperico Corp. ("the Company") was incorporated under the laws of the State of
Nevada on December 20, 2011. The Company is in the business of developing
On-site Web-state analytical software designed to capture customer's behavior
and feedback on the visited websites. This behavior and feedback will be
analyzed and compared against key performance indicators, like marketing, in
terms of a commercial context. The Company plans to develop an analytical
service that will allow users of the software to compare and rank different
websites within different categories of websites based on customer experience
and opinion of the websites visited. The behavior analysis and the ranking
results will be submitted to website owners for optimization and improvement of
their websites.
The Company's headquarters are located in Ontario, Canada. The Company has not
generated any revenues or incurred any costs in implementing its operating
strategies.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company has adopted a August 31 fiscal year end.
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles applicable to development stage
companies. A development-stage company is one in which planned principal
operations have not commenced or if its operations have commenced, there has
been no significant revenues there from. The company discloses the deficit
accumulated during the development stage and the cumulative statements of
operations and cash flows from inception to the current balance sheet date.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents.
Fair Value of Financial Instruments
The Company's financial instruments consist of amounts due to its director and
major stockholder. The carrying amount of these financial instruments
approximates fair value due to their short term maturity.
Income Taxes
Deferred tax assets and liabilities are determined based on the differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that will be in effect when the differences are
expected to reverse. A valuation allowance is established when necessary to
reduce deferred tax assets to the amounts expected to be realized.
F-15
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2012
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
The Company accounts for income taxes under the provisions of Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740, "Accounting for Income Taxes. It prescribes a recognition threshold and
measurement attributes for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. As a result,
the Company has applied a more-likely- than-not recognition threshold for all
tax uncertainties. The guidance only allows the recognition of those tax
benefits that have a greater than 50% likelihood of being sustained upon
examination by the various taxing authorities. The Company is subject to
taxation in the United States. All of the Company's tax years are subject to
examination by Federal and state jurisdictions. The Company classifies penalties
and interest related to income taxes as income tax expense in the Statements of
Operations.
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 and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share is calculated
by dividing the Company's net loss available to common shareholders by the
diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted for any potentially dilutive debt or equity. There
were no such common stock equivalents outstanding during the period from
December 20, 2012 (Inception) through August 31, 2012.
Recent Accounting Pronouncements
Because the Company has been recently organized and has not commenced
operations, the new accounting standards have no significant impact on the
financial statements and related disclosures. As new accounting pronouncements
are issued, the Company will adopt those that are applicable under the
circumstances.
NOTE 3 - COMMON STOCK
On January 9, 2012, the Company issued 3,000,000 shares of common stock for cash
proceeds of $3,000 at $0.001 per share.
On April 12, 2012, the Company issued 1,080,000 shares of common stock for cash
proceeds of $10,800 at $0.01 per share.
On May 14, 2012, the Company issued 400,000 shares of common stock for cash
proceeds of $8,000 at $0.02 per share.
The Company had 4,480,000 shares of common stock issued and outstanding as of
August 31, 2012.
F-16
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2012
NOTE 4 - RELATED PARTY TRANSACTION
The company owes its CEO, Alex Norton, a total of $325 as of August 31, 2012, in
the form of an unsecured loan. The note is due on demand and is non-interest
bearing.
NOTE 5 - INCOME TAXES
As of August 31, 2012 the Company had a net operating loss carry-forward of
approximately $ 5,484 which can be used to offset future taxable income and
begins to expire in 2031. Should a change in ownership occur net operating loss
carry forwards can be limited as to use in future years.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has not generated any revenues
as of August 31, 2012. The Company currently has limited working capital, and
has not completed its efforts to establish a stabilized source of revenues
sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it can be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to November 7, 2012 to the date these financial statements were
available to be issued, and has determined that it does not have any material
subsequent events to disclose in these financial statements.
F-17
[OUTSIDE BACK COVER PAGE]
PROSPECTUS
AMPERICO CORP.
1,480,000 SHARES OF
COMMON STOCK
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or a
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein nor the affairs of the Issuer
have not changed since the date hereof.
Until ___________, 2012 (90 days after the date of this prospectus), all dealers
that effect transactions in these shares of common stock may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as an underwriter and with respect to their unsold
allotments or subscriptions.
THE DATE OF THIS PROSPECTUS IS: DECEMBER 13, 2012
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 5.09
Transfer Agent Fees $ 4,000.00
Accounting fees and expenses $ 3,500.00
Legal fees and expenses $ 2,000.00
Edgar filing fees $ 500.00
----------
Total $10,005.09
==========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or other costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and director is indemnified as provided by the Nevada Revised
Statutes ("NRS") and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation; that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material conflict of
interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause to believe
that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
II-1
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 3,000,000 shares of our common stock to our director, Alex Norton, on
April 17, 2012. Mr. Norton is our President, Chief Executive Officer, Secretary
and our director. He acquired these 3,000,000 shares at a price of $0.001 per
share for total proceeds to us of $3,000.
These shares were issued pursuant to Rule 903(b)(3) of Regulation S, promulgated
pursuant to the Securities Act of 1933 (the "Securities Act"), in an offshore
offering, to a non-US person, where there were no directed selling efforts in
the US and offering restrictions were implemented.
We completed an offering of 3,000,000 shares of our common stock at a price of
$0.001 per share to the following purchaser on April 17, 2011:
Name of Subscriber Number of Shares
------------------ ----------------
ALEX NORTON 3,000,000
The total amount received from this offering was $3,000. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 1,080,000 shares of our common stock at a price of
$0.01 per share to the following 18 purchasers on April 12, 2012:
II-2
Name of Subscriber Number of Shares
------------------ ----------------
KSENIA TOMSKAIA 60,000
ILIA TOMSKI 60,000
BORIS AKSMAN 60,000
INNA AKSMAN 60,000
SERGUEI FENEV 60,000
TATIANA FENEVA 60,000
MARIA TOMSKAIA 60,000
MAXIM KOUDACHKINE 60,000
TATIANA KOUDACHKINE 60,000
TAMARA BEREZOVSKY 60,000
VITALI KOUDACHKINE 60,000
VALERIAN GOUMBERIDZE 60,000
ELENA GOUMBERIDZE 60,000
VLADISLAV GOUMBERIDZE 60,000
VALENTINA GOUMBERIDZE 60,000
ALEXANDER BER 60,000
VLADIMIR KOLOSSOVSKI 60,000
MARINA KONEVETSKY 60,000
The total amount received from this offering was $10,800. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 400,000 shares of our common stock at a price of
$0.02 per share to the following 8 purchasers on May 14, 2012:
Name of Subscriber Number of Shares
------------------ ----------------
ANNA URBANSKA 50,000
VICTOR SOUTYRINE 50,000
TATIANA SHULMAN 50,000
EVGENIA GONIKMAN 50,000
ANNA PROKOFEVA 50,000
RICCARDO GONCALVES 50,000
KYLE RAATS 50,000
EKATERINA RAATS 50,000
The total amount received from this offering was $8,000. We completed this
offering pursuant to Regulation S of the Securities Act.
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
II-3
We did not make any directed selling efforts in the United States. We also did
not engage any distributors, any respective affiliates, nor did any other person
on our behalf to make direct selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, or pursuant to an available exemption from
registration; and agreed not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act of 1933;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Securities Act of 1933; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Securities Act of 1933, or pursuant to an available
exemption from registration.
EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation *
3.2 By-Laws *
5.1 Legal opinion of Law Offices of Thomas E. Puzzo, PLLC, with
consent to use *
10.1 Service Contract *
23.1 Consent of D. Brooks and Associates CPA's, P.A.
----------
* Previously filed
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-4
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; Notwithstanding the forgoing, any increase or
decrease in Volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the commission
pursuant to Rule 424(b)if, in the aggregate, the changes in the volume
and price represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted our director, officer, or other
controlling person in connection with the securities registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification
is against public policy to a court of appropriate jurisdiction. We will
then be governed by the final adjudication of such issue.
5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration
statement relating to an offering, other than registration statements
relying on Rule 430(B) or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided
II-5
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by referenced into the registration
statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Henderson, State of
Nevada, on December 13, 2012.
AMPERICO CORP.
By: /s/ Alex Norton
-----------------------------------------------------
Alex Norton
President, Chief Executive Officer, Secretary,
Chief Accounting Officer, Chief Financial Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
/s/ Alex Norton
--------------------------- President, Chief Executive December 13, 2012
Alex Norton Officer, Secretary,
Chief Accounting Officer,
Chief Financial Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alex Norton, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of Amperico Corp., and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, grant unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
/s/ Alex Norton
--------------------------- President, Chief Executive December 13, 2012
Alex Norton Officer, Secretary,
Chief Accounting Officer,
Chief Financial Officer
and Director
II-7
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation *
3.2 By-Laws *
5.1 Legal opinion of Law Offices of Thomas E. Puzzo, PLLC, with
consent to use *
10.1 Service Contract *
23.1 Consent of D. Brooks and Associates CPA's, P.A.
----------
* Previously file
