UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

Commission file number: 333-162084

OICco Acquisition I, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		27-0625383
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4412 8th St. SW Vero Beach, FL 32968

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (954) 362-7598

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes      . No      .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes      . No  X .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the 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	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

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

For the year ended December 31, 2012, the issuer had no revenues.

As of December 31, 2012, there was no trading market for the issuer’s common stock, $.001 par value.

The number of shares outstanding of the issuer’s common stock, $.001 par value, as of December 31, 2012 was 5,000,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE

NONE.

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OICco Acquisition I, Inc.

Form 10-K Annual Report

Table of Contents

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 8.	Financial Statements and Supplementary Data	8
Item 9.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure	8
Item 9A(T).	Controls And Procedures	9
Item 9B.	Other Information	9
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	9
Item 11.	Executive Compensation	10
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
Item 13.	Certain Relationships and Related Transactions, and Director Independence	11
Item 14.	Principal Accountant Fees and Services	11
PART IV
Item 15.	Exhibits and Financial Statement Schedules	12

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms “we”, “our”, “us”, or any derivative thereof, as used herein refer to OICco Acquisition I, Inc.

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PART 1

ITEM 1. BUSINESS.

THE COMPANY

Background

OICco Acquisition I, Inc. (the "Company"), was incorporated on July 24, 2009 under the laws of the State of Delaware, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.   On November 15, 2012, the company closed an Acquisition Agreement with Imperial Automotive Group. At the closing of the Exchange Agreement Imperial Automotive Group, Inc. became a wholly-owned subsidiary of OICco and OICco acquired the business and operations of Imperial Automotive Group, Inc.

In December 2012, the company’s subsidiary Imperial Automotive Group Inc. began to execute a new business plan wherein Imperial Automotive Group Inc. began operations as a marketer and distributor of automobiles, small buses, specialty vehicles, limousines and custom vehicles.  

Overview

Imperial Automotive Group Inc. (‘IAG”) is a limousine and specialty vehicle manufacturing company.  IAG intends to utilize the expertise of various suppliers for superior engineering design, warranty support to its customers, rebates for chassis purchases and a source of marketing funds.  IAG’s design team also has a significant amount of experience in the creation and restoration of custom and classic automobiles.  

IAG is a Florida corporation with our executive offices and manufacturing facilities located in Springfield, Missouri.  

STRATEGIC POSITION OF IAG

IAG’s management has extensive experience building custom automobiles which meet customer expectations.  The data from this history has given us an in-depth and transferable knowledge of the aftermarket up-fitter business for specialty vehicles.  The current economic environment should provide an opportunity to acquire diverse market up-fitters at historically low prices.

MISSION STATEMENT

Our mission statement is to create extraordinary shareholder value through innovative excellence in products and services delivered to our clients through our various relationships.  Our goal is to be the leader in the field of vehicle and powertrain customizing for a wide array of specialty vehicles that reflect or commitment to innovation and excellence.

OBJECTIVES

Our business plan objectives are as follows:

1. Consolidate the fragmented specialty vehicle industry;

2. Offer innovative products to individuals and commercial operators through internal product development;

3. Continuously enhance these innovative products through acquisitions of additional vehicle manufacturers and converters;

4. Explore additional forms of “alternative” energies including, but not limited to electric hybrid technology and liquid propane conversion;

5. Continuously enhance these innovative products through acquisitions of additional vehicle manufacturers and converters;

Number of Total Employees and Number of Full Time Employees

OICco Acquisition I, Inc. is currently in the development stage. During this development period, we plan to rely exclusively on the services of our sole officer and director to establish business operations and perform or supervise the minimal services required at this time. We believe that our operations are currently on a small scale and manageable by us. There are no full or part-time employees. The responsibilities are mainly administrative at this time, as our operations are minimal.

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ITEM 1A. RISK FACTORS.

We may not be able to execute our business plan or stay in business without additional funding.

Our ability to successfully develop our technology and to eventually produce and sell our product to generate operating revenues depends on our ability to obtain the necessary financing to implement our business plan. We will require additional financing, through issuance of debt and/or equity, in order to establish profitable operations. Such financing, if required, may not be forthcoming. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

To raise additional Capital to fund operations, we intend to issue additional shares of common stock which will dilute all shareholders.

We may require additional capital for the acquisition, replacement or repair of equipment, processes or technologies that are complementary to ours, or to fund our working capital and capital expenditure requirements. To date, we have relied on financing through the ongoing sale of our securities and loans. Our reliance on proceeds from our offerings and loans may not be adequate to fund our capital needs in the future and therefore, we may sell securities in the public or private equity markets if and when conditions are favorable and even if we do not have an immediate need for capital at that time. We may not be able to sell stock or raise additional capital that we may need on terms favorable to us, or at all. Raising funds by issuing our equity securities will dilute the ownership of our existing stockholders and may have a dilutive impact on your investment.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified members for our Board of Directors.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act. The requirements of these rules and regulations increase our legal, accounting and financial compliance costs, may make some activities more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources.

Ongoing economic trends in the automobile industry may further limit demand for custom livery, fleet and specialty vehicle products which may adversely affect our distributors and our operations, and continue to make it more difficult or impossible to obtain capital or finance our operations.

The automotive aftermarket is impacted by the same general overall economic factors that are impacting the automobile industry in general. Economic and other factors include production fluctuations by domestic and foreign automobile manufacturers, credit availability, interest rates, fuel prices and consumer confidence which hurt companies that produces and markets custom livery, fleet and special vehicle products. Because we sell primarily to fleet operators and custom car users, our operations are dependent on the financial health of the automotive industry and general economy. Ongoing downturns in the automotive industry as a whole may have a material adverse impact on our operating results. Further, sustained weakness in general economic conditions and/or financial markets in the U.S. or globally could adversely affect our ability and our distributors' ability to raise capital on favorable terms to maintain operations. The inability to raise capital on favorable terms, particularly during times of uncertainty in the financial markets similar to that which is currently being experienced in the financial markets, could adversely impact our ability to sustain our businesses and would likely increase our capital costs.

Our ability to succeed depends on our ability to grow our business and achieve profitability.

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We must continue to develop new and innovative ways to manufacture our products and expand distribution in order to maintain growth and achieve profitability. Our future growth and profitability will depend upon a number of factors, including, but not limited to:

·

Our ability to manage costs;

·

The increasing level of competition in the automotive aftermarket industry;

·

Our ability to continuously offer new or improved products and services;

·

Our ability to maintain efficient, timely and cost-effective production and delivery of our products;

·

Our ability to maintain sufficient production capacity for our products and services;

·

The efficiency and effectiveness of our sales and marketing efforts in building product and brand awareness;

·

Our ability to identify and respond successfully to emerging trends in the automotive, livery and custom car industry;

·

The level of consumer acceptance of our products and services, including use of alternative energies;

·

Regulatory compliance costs; and

·

General economic conditions and consumer confidence.

We may not be successful in executing our growth strategy, and even if we achieve targeted growth, we may not be able to sustain profitability. Failure to successfully execute any material part of our growth strategy would significantly impair our future growth and our ability to attract and sustain investments in our business.

Our revenue is generated on the basis of purchase orders from distributors and from a few OEM customers rather than long term purchase commitments that may adversely affect our margins if we lose one or more of these distributors or customers.

We sell our products through distributors and directly to customers, none of which account for more than 10% of our sales. Further, because our products are manufactured just in time and according to customer specifications, we are required to make separate demand forecast assumptions for every customer, each of which may introduce significant variability into our estimates and planning for production and procurement of raw materials. Because of our inability to rely on enforceable purchase contracts, and our limited visibility into future customer demand, actual revenue may be different from our forecasts, which could adversely affect our margins and ability to maintain profitability.

The high performance Automotive parts market is highly competitive with several large and numerous small competitors that may offer products similar to ours which could adversely affect our operations.

Our competitors range from small family owned and operated businesses to mid to large sized specialty manufacturers to large, independent domestic and international manufacturers that supply the types of products we manufacture and distribute. We can make no assurances that we will be able to effectively market our brand to customers or that our products, service standards and product pricing will appeal to customers. New competitors may have greater financial resources than us, have extensive distribution networks, and have economic advantages such as lower labor and benefit costs, lower taxes, and in some cases, governmental assistance. To remain competitive and to grow into a medium to large manufacturer, we intend to continue to anticipate technological advances by our competitors, look to form joint ventures and continue to maintain cutting edge equipment and processes that may lead us to develop new manufacturing techniques to make our products more efficiently and at competitive global prices. Our business may be adversely affected if we do not sustain our ability to meet customer and distributor requirements relative to technology, design, quality, delivery and cost or if we fail to acquire market share from our competitors. Further, to promote our brands, we may be required to increase our financial commitment to creating and maintaining brand awareness. We may not generate a corresponding increase in revenue to justify these costs.

FACTORS AFFECTING GROWTH FOR IMPERIAL

The limo industry in the United States has been, and will continue to be a consistent industry. Many municipalities require that limo`s be no older than 3 years therefore requiring the operator to change his vehicle. We do not have any special patents or trademarks, franchises or concessions. However we have located in the heart of the limo manufacturing industry - Springfield MO is where the entire Limo industry was started and where the finest craftsman are located. Presently the company employees 3 people, all others are on an “as needed basis” depending on demand.

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Cash requirements

Our capital requirements will be based on the number of vehicles we have orders for. When we sell a car, we will get a deposit of approximately 20% and finance the balance with a local bank. We estimate that it will take 17 days to build a vehicle and the average selling price will be $70,000.

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION REFLECTING THAT WE MAY HAVE DIFFICULTY CONTINUING OPERATIONS.

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might reduce the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

 

We lack an operating history and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

As of December 31, 2012, there were no outstanding or unresolved staff comments on the company.

ITEM 2. PROPERTIES.

We use a corporate office located at 4412 8^th Street SW, Vero Beach, FL 32968. Office space, utilities and storage are currently being provided free of charge at the present time at this address which is Mr. Sisk’s residence. There are currently no proposed programs for the renovation, improvement or development of the facilities currently in use.

ITEM 3. LEGAL PROCEEDINGS.

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

None.

On December 5, 2011, our Board of Directors adopted a resolution to amend our Certificate of Incorporation to change our name to “LIBERTY AUTOMOTIVE GROUP, INC.” (the “Amendment”) and to increase the authorized capital to two hundred million (200,000,000) shares of Common Stock of the par value of ($.0001) each, and fifty million (50,000,000) shares of Preferred Stock of the par value of ($.0001).

On December 5, 2011, the holders of 80% of our common stock approved the Amendment by written consent.

On July 10, 2012 our Board of Directors rescinded the Amendment to amend our Certificate of Incorporation to change our name to LIBERTY AUTOMOTIVE GROUP, INC. and to increase the authorized capital to two hundred million (200,000,000) shares of common stock of the par value of ($.0001) each, and fifty million (50,000,000) shares of Preferred Stock of the par value of ($.0001).

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PART II

ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a)

Market Information. As of June 15, 2013 our Common Stock is not trading on any public trading market or stock exchange. No assurance can be given that any market for our Common Stock will ever develop.

(b)

Holders. As of June 20, 2013, there were 38 record holders of all of our issued and outstanding shares of Common Stock.

(c)

Dividend Policy.  We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

ITEM 6. SELECTED FINANCIAL DATA.

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PLAN OF OPERATION

OICco Acquisition I, Inc. (the "Company"), was incorporated on July 24, 2009 under the laws of the State of Delaware, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.   On November 15, 2012, the company closed an Acquisition Agreement with Imperial Automotive Group. At the closing of the Exchange Agreement Imperial Automotive Group, Inc. became a wholly-owned subsidiary of OICco and OICco acquired the business and operations of Imperial Automotive Group, Inc.

In December 2012, the company’s subsidiary Imperial Automotive Group Inc. began to execute a new business plan wherein Imperial Automotive Group Inc. began operations as a marketer and distributor of automobiles, small buses, specialty vehicles, limousines and custom vehicles.  

Overview

Imperial Automotive Group Inc. (‘IAG”) is a limousine and specialty vehicle manufacturing company.  IAG intends to utilize the expertise of various suppliers for superior engineering design, warranty support to its customers, rebates for chassis purchases and a source of marketing funds.  IAG’s design team also has a significant amount of experience in the creation and restoration of custom and classic automobiles.  

IAG is a Florida corporation with our executive offices and manufacturing facilities located in Springfield, Missouri.  

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STRATEGIC POSITION OF IAG

IAG’s management has extensive experience building custom automobiles which meet customer expectations.  The data from this history has given us an in-depth and transferable knowledge of the aftermarket up-fitter business for specialty vehicles.  The current economic environment should provide an opportunity to acquire diverse market up-fitters at historically low prices.

MISSION STATEMENT

Our mission statement is to create extraordinary shareholder value through innovative excellence in products and services delivered to our clients through our various relationships.  Our goal is to be the leader in the field of vehicle and powertrain customizing for a wide array of specialty vehicles that reflect or commitment to innovation and excellence.

OBJECTIVES

Our business plan objectives are as follows:

1.

Consolidate the fragmented specialty vehicle industry;

2.

Offer innovative products to individuals and commercial operators through internal product development;

3.

Continuously enhance these innovative products through acquisitions of additional vehicle manufacturers and converters;

4.

Explore additional forms of “alternative” energies including, but not limited to electric hybrid technology and liquid propane conversion;

5.

Continuously enhance these innovative products through acquisitions of additional vehicle manufacturers and converters;.

Commitments

We do not have any commitments which are required to be disclosed in tabular form as of December 31, 2012.

Off-Balance Sheet Arrangements

As of December 31, 2012, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index to the Financial Statements below, beginning on page F-1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On May 17, 2013, the Board of Directors of OICco Acquisition I, Inc.. (the "Company") terminated the engagement of Sam Kan & Company ("SKC") as the Company's independent registered accounting firm. This action effectively dismisses SKC as the Company's independent registered accounting firm for the fiscal year ending December 31, 2011.

On May17, 2013, the Company's Board of Directors appointed Malone Bailey LLP ("Malone Bailey") as the Company's new independent registered accounting firm. During the Company's two most recent fiscal years and through May 17, 2013, neither the Company nor anyone acting on the Company's behalf consulted Malone Bailey with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

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ITEM 9A. CONTROLS AND PROCEDURES.

(a)

Evaluation of Disclosure Controls and Procedures.   Our management, with the participation of our president and chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the president and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)

Management’s Report on Internal Control over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of  December 31, 2012, our internal control over financial reporting is not effective based on these criteria. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.”

Based on our internal control over financial reporting as designed, documented and tested, we identified multiple material weaknesses related to maintaining an adequate control environment. The material weaknesses in our internal controls related to inadequate staffing within our accounting department and upper management, lack of controls regarding the assignment of authority and responsibility, lack of consistent policies and procedures, inadequate monitoring of controls, and inadequate disclosure controls.

Prior to the next year end, the Company intends to hire a full time CFO and additional accounting personnel who will institute controls regarding the assignment of authority and responsibility, consistent policies and procedures, monitoring of controls and adequate disclosure controls.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

(c)

Changes in Internal Control over Financial Reporting.  There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

None.

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information concerning our officers and directors as of December 31, 2012:

Name	Age	Position	Period of Service(1)
Joshua Sisk(1)	29	President, Secretary, Treasurer, and Director	July 2009 to Current

Notes:

⁽¹⁾ Our directors will hold office until the next annual meeting of the stockholders, typically held on or near the anniversary date of inception, and until successors have been elected and qualified. At the present time, our officer was appointed by our director and will hold office until resignation or removal from office.

⁽²⁾Joshua Sisk has outside interests and obligations to other than OICco Acquisition I, Inc. He intends to spend approximately 10 to 30 hours per month on our business affairs.

BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Joshua Sisk, CEO, President, Secretary, CFO, Treasurer, Director, Chief Accounting Officer

Mr. Sisk is a para-educator for the Portland Oregon School District for the last 5 years. His responsibility is to work with special needs children. Children with emotional issues and those students in a fragile state due to trauma or abuse in their lives are the primary focus of his work. The students need a high level of attention in order to give them the support they require to overcome behavioral problems. This work is directly related to his chosen University major, psychology. In addition to attending college and working full time for the school district, Mr. Sisk works part time as a care giver in a group home setting for mentally deficient adults not able to care for them. Mr. Sisk is an accomplished artist, musician and composer. Mr. Sisk recently completed his training and is now certified as an Emergency Medical Technician and as a fireman. Mr. Sisk has no experience in identifying acquisition candidates for blank check companies. Mr. Sisk was employed by Jupiter Containers, Inc. during 2007 as its sole officer and director. Jupiter Containers, Inc. filed an SB-2 with the Securities and Exchange Commission which never went effective. Jupiter Containers, Inc.’s business plan was to design containers for Semi Trucks.

Compensation and Audit Committees

As we only have one board member and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “Reporting Persons”) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended June 30, 2011 the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

Code of Ethics

We have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics.

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ITEM 11. EXECUTIVE COMPENSATION.

Joshua Sisk is our sole officer and director.  Mr. Sisk does not receive any regular compensation for his services rendered on our behalf. Mr. Sisk did not receive any compensation during the years ended December 31, 2012 and 2011.  No officer or director is required to make any specific amount or percentage of his business time available to us.   To date Mr. Sisk has spent a nominal amount of time providing services for the corporation and therefore no compensation is required.

Director Compensation

We do not currently pay any cash fees to our sole director, nor do we pay director’s expenses in attending board meetings.

Employment Agreements

We are not a party to any employment agreements.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of December 31, 2012 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

Name of Beneficial Owner of Shares	Class	Shares	Percent of Class
Joshua Sisk	Common Stock	4,000,000	80.0%

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of December 31, 2012 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

We currently do not maintain any equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

As of December 31, 2012, our Board of Directors consists solely of Joshua Sisk. He is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.  

Various related party transactions are reported throughout the notes to our financial statements and should be considered incorporated by reference herein.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Malone Bailey, LLP  is our independent registered public accounting firm.

Audit Fees

The aggregate fees billed by Malone Bailey, LLP for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were $5,500 in 2013. The aggregate  fees billed by Sam Kan & Co. for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were $5,500 in 2012 and $5,500 for the 2011 fiscal year.

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Audit-Related Fees

There were no fees billed by Sam Kan & Co. for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements for the fiscal years ended December 31, 2012 and 2011, respectively.

Tax Fees

The aggregate fees billed by Sam Kan & Co. for professional services for tax compliance, tax advice, and tax planning were $0 and $0 for the fiscal years ended December 31, 2012 and 2011, respectively.

There were no fees billed by Sam Kan & Co. for other products and services for the fiscal years ended December 31, 2012 and 2011, respectively.

Pre-Approval Policy

We do not currently have a standing audit committee. The above services were approved by our Board of Directors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Report:

1.  Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed herewith.

	Page
Reports of Independent Registered Public Accounting Firm	F-1
Balance Sheets at December 31, 2012 and 2011	F-2
Statements of Operations for the years ended December 31, 2012 and 2011, inception July 24, 2009 to December 31, 2012.	F-3
Statements of Changes in Shareholders’ (Deficit) Equity for the period from inception July 24, 2009 to December 31, 2012	F-4
Statements of Cash Flows for the years ended December 31, 2012 and 2011, inception July 24, 2009 to December 31, 2012	F-5
Notes to Financial Statements	F-6 -8

2.  Financial Statement Schedules.  Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

12

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3.  Exhibits Incorporated by Reference or Filed with this Report.

Exhibit No.	Description
31.1	Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*

*Included herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OICco Acquisition I, Inc.
Date: August 21, 2013
	By: /s/ Miguel Dotres
	Miguel Dotres, President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: August 21, 2013
	By: /s/ Miguel Dotres
	Miguel Dotres, President and Director
	(Principal Executive Officer)
Date: August 21, 2013
	By: /s/ Miguel Dotres
	Miguel Dotres, Chief Financial Officer
	(Principal Financial and Accounting Officer)

13

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OICCO ACQUISITION I, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

December 31, 2012 and 2011

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

OICco Acquisition I, Inc. (a development stage company)

Vero Beach, Florida

We have audited the accompanying balance sheet of OICco Acquisition I, Inc. and its subsidiary (a development stage company), (collectively, the “Company") as of December 31, 2012, and the related statement of operations, changes in stockholders' deficit and cash flows for the year then ended and for the period from inception (July 24, 2009) through December 31, 2012.   These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the cumulative totals of the Company for the period from July 24, 2009 (date of incorporation) to December 31, 2011, which totals reflect a deficit of $24,366 accumulated during the development stage. Those cumulative totals were audited by other independent auditors, whose report, dated July 5, 2012, expressed an unqualified opinion on the cumulative amounts but included emphasis of a matter. Our opinion, insofar as it related to amounts included for that period is based on the report of the other auditors.

We conducted our audit in accordance with 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 audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OICco Acquisition, Inc. and its subsidiary as of December 31, 2012, and the results of their operations and their cash flows for the year then ended and for the period from inception (July 24, 2009) through December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of business, realization of assets, and liquidation of liabilities in the ordinary course of business. As discussed in Note 2 to the financial statements, the Company has a working capital deficit and has incurred significant losses. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Malone Bailey, LLP

www.malonebailey.com

Houston, Texas

August 6, 2013

F-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors of

OICco Acquisition I, Inc.

(A Development Stage Company)

Vero Beach, Florida

We have audited the accompanying balance sheet of OICco Acquisition I, Inc. as of December 31, 2011 and December 31, 2010, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and for the period from inception on July 24, 2009 to December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OICco Acquisition I, Inc. (A Development Stage Company) as of December 31, 2011 and 2010 , and the results of their operations and their cash flows for the years then ended, and for the period from inception on July 24, 2009 to December 31, 2011 and 2010  were in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sam Kan & Company

Sam Kan & Company

July 5, 2012

Alameda, California

F-2

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OICCO ACQUISTION I, INC.
(A Development Stage Company)
Balance Sheets
		December 31,
		2012			2011
ASSETS
Current assets
	Cash	$	1,505		$	-
Total current assets			1,505			-
Total assets		$	1,505		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
	Accounts payable	$	18,450		$	8,505
	Related party payables		15,567			9,953
Total current liabilities			34,017			18,458
Stockholders' deficit
	Common stock, $0.0001 par value; 100,000,000 shares authorized; 45,000,000 and 4,000,000 issued and outstanding at December 31, 2012 and 2011		4,500			400
	Additional paid-in capital		25,408			5,508
	Deficit accumulated during the development stage		(62,420)			(24,366)
Total stockholders' deficit			(32,512)			(18,458)
Total liabilities and stockholders' deficit		$	1,505		$	-
See accompanying notes to financial statements.

F-3

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OICCO ACQUISTION I, INC.
(A Development Stage Company)
Statements of Operations
		Year ended December 31,						Period from July 24, 2009 (Inception) to December 31, 2012
		2012			2011
Revenue		$	-		$	-		$	-
Operating expenses
	Professional fees		28,559			9,500			47,617
	General and administrative		9,495			4,400			14,803
Total operating expenses			38,054			13,900			62,420
Net loss		$	(38,054)		$	(13,900)		$	(62,420)
Basic and diluted loss per common share		$	(0.00)		$	(0.00)
Weighted average shares outstanding			9,095,628			4,000,000
See accompanying notes to financial statements.

F-4

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OICCO ACQUISTION I, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Deficit
		Common Stock					Additional Paid-in Capital			Accumulated Deficit			Total
		Shares		Amount
Balance, July 24, 2009 (Inception)		-		$	-		$	-		$	-		$	-
	Common stock issued for services	4,000,000			400			5,508			-			5,908
	Net loss, period ended December 31, 2009	-			-			-			(5,908)			(5,908)
Balance, December 31, 2009		4,000,000			400			5,508			(5,908)			-
	Net loss, year ended December 31, 2010	-			-			-			(4,558)			(4,558)
Balance, December 31, 2010		4,000,000			400			5,508			(10,466)			(4,558)
	Net loss, year ended December 31, 2011	-			-			-			(13,900)			(13,900)
Balance, December 31, 2011		4,000,000			400			5,508			(24,366)			(18,458)
	Shares issued for the Acquisition of Imperial Automotive	40,000,000			4,000			-			-			4,000
	Common stock issued for cash	1,000,000			100			19,900			-			20,000
	Net loss, year ended December 31, 2012	-			-			-			(38,054)			(38,054)
Balance, December 31, 2012		45,000,000		$	4,500		$	25,408		$	(62,420)		$	(32,512)
See accompanying notes to financial statements.

F-5

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OICCO ACQUISTION I, INC.
(A Development Stage Company)
Statements of Cash Flows
									Period from July 24, 2009 (Inception) to
			Year ended December 31,						December 31, 2012
			2012			2011
Cash flows from operating activities
		Net loss	$	(38,054)		$	(13,900)		$	(62,420)
	Adjustments to reconcile net loss to net cash used by operating activities
		Common stock issued for services		-			-			5,908
		Common stock issued for acquisition		4,000			-			4,000
	Changes in operating liabilities:
		Accounts payable		9,945			4,365			18,450
		Accounts Payable – Related Party		5,614			9,535			15,567
Net cash used in operating activities				(18,495)			-			(18,495)
Cash flows from financing activities
		Proceeds from sale of stock		20,000			-			20,000
Net cash provided by financing activities				20,000			-			20,000
		Net change in cash		1,505			-			1,505
		Cash at beginning of period		-			-			-
		Cash at end of period	$	1,505		$	-		$	1,505
Supplemental cash flow information
		Cash paid for interest	$	-		$	-		$	-
		Cash paid for income taxes	$	-		$	-		$	-
See accompanying notes to financial statements.

F-6

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OICCO ACQUISITION I, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 1 - Nature of Business

 

OICco Acquisition I, Inc. (the Company) was incorporated under the laws of the State of Delaware on July 24, 2009 with the principal business objective of merging with or being acquired by another entity and is therefore a blank check company. The Company currently has limited operations and, in accordance with ASC 915 “Development Stage Entities,” is considered a Development Stage Company.  The Company has been in the developmental stage since inception and has no operating history other than organizational matters.

The Company has elected a fiscal year end of December 31.

Note 2 - Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  Currently, the Company has minimal cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern.  These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The officers and directors have committed to advancing certain operating costs of the Company.

Note 3 - Significant Accounting Policies

 

Use of Estimates and Assumptions

 

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 of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash

 

All highly liquid investments with maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of December 31, 2012 or 2011.

 

Income taxes

 

The Company accounts for income taxes under ASC 740 "Income Taxes".  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2012 and 2011.

F-7

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OICCO ACQUISITION I, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 3 - Significant Accounting Policies (continued)

Fair Value of Financial Instruments (continued)

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company does not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2012 or 2011. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended December 31, 2012 or 2011.

Earnings Per Share Information

FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share.  Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.  Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

Share Based Expenses

ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial statements.

F-8

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OICCO ACQUISITION I, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 4 - Stockholders’ Equity

 

Common stock

The authorized common stock of the Company consists of 100,000,000 shares with a $0.0001 par value.

The Company issued 1,000,000 shares for total cash considerations of $20,000 during the year ended December 31, 2012.

In November 2012, the Company issued 40,000,000 common shares in relation to the acquisition of Imperial Automotive Group, Inc. The assets of Imperial Automotive Group, Inc. were determined to have no value as such the value of the shares of $4,000 was recorded as an expense.

Note 5 - Income Taxes

 

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Under ACS 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended December 31, 2012 or 2011, applicable under ACS 740.  As a result of the adoption of ACS 740, we did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. As of December 31, 2012, the Company had a net operating loss carry forwards of approximately $62,420. In the prior year, December 31, 2011, the Company had a net operating loss carry forwards of approximately $24,366.

The component of the Company’s deferred tax asset as of December 31, 2012 and 2011 is as follows:

 

	December 31, 2012				December 31, 2011
Net operating loss carry forward	$	21,847			$	8,528
Valuation allowance		(21,847)				(8,528)
Net deferred tax asset	$	-			$	-

The Company did not pay any income taxes during the years ended December 31, 2012 or 2011.

The net federal operating loss carry forward will expire in 2029.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

Note 6 - Related Party Transactions

The Company received advances from related parties totaling $15,567and $9,535 during the years ended December 31, 2012 and 2011 to fund operations. These loans are non interest bearing, due on demand and as such are included in current liabilities.

F-9

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OICCO ACQUISITION I, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 7 – Subsequent Events

On November 15, 2012, the company closed an Acquisition Agreement with Imperial Automotive Group. At the closing of the Exchange Agreement Imperial Automotive Group, Inc. became a wholly-owned subsidiary of OICco and OICco acquired the business and operations of Imperial Automotive Group, Inc.

On January 14, 2013, Mr. Joshua G. Sisk tendered his resignation as President and member of the Board of Directors of the Company.  The resignation was not related to any disagreement with the Company or its management.

On January 14, 2013, the Board of Directors approved the appointment of Miguel Dotres as President, Secretary, and Treasurer for the Company, and Mr. Dotres accepted said positions.  

In July 2013, Imperial Automotive Group, Inc. returned the 40,000,000 common shares in relation to the share exchange agreement, and remains a subsidiary of the Company.

F-10