Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended May 31, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 333-182728
AMPERICO CORP.
(Exact name of registrant as specified in its charter)
Nevada 4700 EIN 99-0374076
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
42 Rockwood Crescent,
Thornhill, ON, L4J 7T2
Canada.
Tel: (775) 461-5130
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant as required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act) Yes [X] No [ ]
As of May 31, 2012, the registrant had 4,480,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market has been established as of May 31, 2013.
TABLE OF CONTENTS
PART 1
ITEM 1 Description of Business 3
ITEM 1A Risk Factors 4
ITEM 2 Description of Property 4
ITEM 3 Legal Proceedings 4
ITEM 4 Submission of Matters to a Vote of Security Holders 4
PART II
ITEM 5 Market for Common Equity and Related Stockholder Matters 4
ITEM 6 Selected Financial Data 5
ITEM 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
ITEM 7A Quantitative and Qualitative Disclosures about Market Risk 7
ITEM 8 Financial Statements and Supplementary Data 8
ITEM 9 Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 18
ITEM 9A(T) Controls and Procedures 18
PART III
ITEM 10 Directors, Executive Officers, Promoters and Control Persons
of the Company 19
ITEM 11 Executive Compensation 20
ITEM 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 21
ITEM 13 Certain Relationships and Related Transactions 21
ITEM 14 Principal Accountant Fees and Services 22
PART IV
ITEM 15 Exhibits 22
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. These statements often can
be identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
We intend that such forward-looking statements be subject to the safe harbors
for such statements. We wish to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
GENERAL
We were incorporated in the State of Nevada on December 20, 2011. 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.
Since inception through May 31, 2013, the Company has accumulated losses of
$32,190.
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.
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.
3
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.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our officer and director. We
presently do not have pension, health, annuity, insurance, stock options, profit
sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any officers,
directors or employees.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own any real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
We know of no legal proceedings to which we are a party or to which any of our
property is the subject which are pending, threatened or contemplated or any
unsatisfied judgments against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There is a limited public market for our common shares. Our common shares are
not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on
the OTC Bulletin Board is often thin and is characterized by wide fluctuations
in trading prices due to many factors that may be unrelated to a company's
operations or business prospects. We cannot assure you that there will be a
market in the future for our common stock.
4
OTC Bulletin Board securities are not listed or traded on the floor of an
organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer network
connecting dealers in stocks. OTC Bulletin Board issuers are traditionally
smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.
As of May 31, 2013, no shares of our common stock have traded.
NUMBER OF HOLDERS
As of May 31, 2013, the 4,480,000 issued and outstanding shares of common stock
were held by a total of 27 shareholders of record.
DIVIDENDS
No cash dividends were paid on our shares of common stock during the fiscal
years ended May 31, 2012 and 2013. We have not paid any cash dividends since our
inception and do not foresee declaring any cash dividends on our common stock in
the foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES
None.
PURCHASE OF OUR EQUITY SECURITIES BY OFFICERS AND DIRECTORS
None.
OTHER STOCKHOLDER MATTERS
None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our financial
statements, including the notes thereto, appearing elsewhere in this annual
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Our audited
financial statements are stated in United States Dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been
prepared assuming that we will continue as a going concern and, accordingly, do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
5
FISCAL YEAR ENDED MAY 31, 2012 COMPARED TO FISCAL YEAR ENDED MAY 31, 2013
Our net loss for the fiscal year ended May 31 2013 was $31,663 compared to a net
loss of $527 during the fiscal year ended May 31, 2012. During fiscal year ended
May 31, 2013, the Company has not generated any revenue.
During the fiscal year ended May 31, 2013, we incurred general and
administrative expenses of $31,663 compared to general and administrative
expenses of $527 incurred during fiscal year ended May 31, 2012.
Expenses incurred during the fiscal year ended May 31, 2013 compared to fiscal
year ended May 31, 2012 increased primarily due to the increased scale and scope
of business operations. General and administrative expenses generally include
corporate overhead, financial and administrative contracted services, marketing,
and consulting costs.
The weighted average number of shares outstanding was 4,480,000 for the fiscal
year ended May 31, 2013 compared to 3,223,272 for the period from December 20,
2011 to May 31, 2012.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED MAY 31, 2013
As of May 31, 2013, our total assets were $136 and our total liabilities were
$10,526 comprised of notes payable to related parties.
As of May 31, 2012, our total assets were $21,598 comprised of cash and cash
equivalents. Stockholders' equity decreased from $21,273 as of May 31, 2012 to
($10,390) as of May 31, 2013.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
fiscal year ended May 31, 2013, net cash flows used in operating activities was
$31,663 consisting of a net loss. For the fiscal year ended May 31, 2012, net
cash flows used in operating activities were $527. Net cash flows used in
operating activities was $32,190 for the period from inception December 20, 2011
to May 31, 2013.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For the fiscal year ended May 31, 2013,
net cash from financing activities was $0. For the fiscal year ended May 31,
2012, net cash from financing activities was $22,125 consisting of $21,800 of
proceeds received from issuances of common stock and $325 in loan from a
director. For the period from inception (December 20, 2011) to May 31, 2013, net
cash provided by financing activities was $32,326 consisting of $21,800 of
proceeds received from issuances of common stock and $10,526 in loan from a
director.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
6
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of software; (ii)
developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our May 31, 2013 and May 31, 2012
financial statements contains an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern. The financial statements
have been prepared "assuming that we will continue as a going concern," which
contemplates that we will realize our assets and satisfy our liabilities and
commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm 9
Balance Sheets as of May 31, 2013 and 2012 10
Statements of Operations for the Year Ended May 31, 2013 and for the
periods from December 20, 2011 (Inception) to May 31, 2012 and 2013 11
Statement of Stockholder's Equity for the period from Inception on
December 20, 2011 to May 31, 2013 12
Statements of Cash Flows for the Year Ended May 31, 2013 and for the
periods from December 20, 2011 (Inception) to May 31, 2012 and 2013 13
Notes to the Financial Statements 14
8
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 sheets of Amperico Corp. (A Development
Stage Company) as of May 31, 2013 and 2012, and the related statements of
operations, stockholders' equity, and cash flows for the year ended May 31,
2013, and for the periods from December 20, 2011 (Inception) through May 31,
2013 and 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 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 audits 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 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 audits provide 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, 2013
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, 2013 and 2012, and the results of its operations
and cash flows for the year ended May 31, 2013, and for periods from December
20, 2011 (Inception) through May 31, 2013 and 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, 2013, 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
August 29, 2013
D. Brooks and Associates CPA's, P.A. 8918 Marlamoor Lane,
West Palm Beach, FL 33412 - (954) 592-2507
9
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF MAY 31, 2013 AND 2012
2013 2012
-------- --------
ASSETS
Current Assets
Cash and cash equivalents $ 136 $ 21,598
-------- --------
Total Current Assets $ 136 $ 21,598
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY
Current Liabilities
Loan from director $ 10,526 $ 325
-------- --------
Total Current Liabilities 10,526 325
-------- --------
Stockholders' Equity Deficiency:
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 (32,190) (527)
Total Stockholders' Equity Deficiency (10,390) 21,273
-------- --------
Total Liabilities and Stockholders' Equity Deficiency $ 136 $ 21,598
======== ========
See accompanying notes to financial statements.
10
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2013 AND FOR THE PERIODS FROM
DECEMBER 20, 2011 (INCEPTION) TO MAY 31, 2012 AND 2013
Period From Period From
December 20, 2011 December 20, 2011
Year Ended (Inception) to (Inception) to
May 31, 2013 May 31, 2012 May 31, 2013
------------ ------------ ------------
REVENUES $ 0 $ 0 $ 0
---------- ---------- ----------
OPERATING EXPENSES
General and administrative expenses 31,663 527 32,190
---------- ---------- ----------
NET LOSS FROM OPERATIONS (31,663) (527) (32,190)
PROVISION FOR INCOME TAXES 0 0 0
---------- ---------- ----------
NET LOSS $ (31,663) $ (527) $ (32,190)
========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,480,000 3,223,272
========== ==========
See accompanying notes to financial statements.
11
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY DEFICIENCY
FOR THE PERIODS FROM DECEMBER 20, 2011 (INCEPTION) TO MAY 31, 2013
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 -- -- -- (31,663) (31,663)
--------- ------- -------- -------- --------
Balance, May 31, 2013 4,480,000 $ 4,480 $ 17,320 $(32,190) $(10,390)
========= ======= ======== ======== ========
See accompanying notes to financial statements.
12
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED MAY 31, 2013 AND FOR THE PERIODS FROM
DECEMBER 20, 2011 (INCEPTION) TO MAY 31, 2012 AND 2013
For the For the
Period From Period From
December 20, 2011 December 20, 2011
Year Ended (Inception) to (Inception) to
May 31, 2013 May 31, 2012 May 31, 2013
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(31,663) $ (527) $(32,190)
-------- -------- --------
CASH USED IN OPERATING ACTIVITIES (31,663) (527) (32,190)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 21,800 21,800
Loan from director 10,201 325 10,526
-------- -------- --------
CASH PROVIDED BY FINANCING ACTIVITIES 10,201 22,125 32,326
-------- -------- --------
NET INCREASE IN CASH (21,462) 21,598 136
Cash, beginning of period 21,598 0 0
-------- -------- --------
CASH, END OF PERIOD $ 136 $ 21,598 $ 136
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0 $ 0 $ 0
======== ======== ========
Income taxes paid $ 0 $ 0 $ 0
======== ======== ========
See accompanying notes to financial statements.
13
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2013
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 sole officer,
director and major stockholder. The carrying amount of these financial
instruments approximates fair value due either to length of 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.
14
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2013
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, 2011 (Inception) through May 31, 2013.
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. During
the year ended May 31, 2013, the director loaned $10,201 to the company.
The loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $10,526 as of May 31, 2013.
15
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2013
NOTE 5 - INCOME TAXES
The provision (benefit) for income taxes for the year ended May 31, 2013, and
for the period from December 20, 2012 (Inception) to May 31, 2012 consists of
the following:
2013 2012
-------- --------
Current
Federal $ -- $ --
State -- --
Deferred
Federal (10,765) (179)
State (950) (16)
Change in valuation allowance 11,715 195
-------- --------
$ -- $ --
======== ========
For the year ended May 31, 2013, and for the period from December 20, 2012
(Inception) to May 31, 2012, 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.
2013 2012
-------- --------
Income tax at statutory rate 34.00% 34.00%
State income taxes, net of federal benefit 3.30 3.30
Change in valuation allowance (37.30) (37.30)
-------- --------
Total 0.00% 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 as of May 31, 2013 and 2012 are
as follows:
2013 2012
-------- --------
Net operating loss $ 11,798 $ 75
Amortization of organizational costs 112 120
-------- --------
Gross deferred tax assets: 11,910 195
Less: valuation allowance (11,910) (195)
-------- --------
Net deferred tax asset $ -- $ --
======== ========
16
AMPERICO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2013
As of May 31, 2012 the Company had a net operating loss carry-forward of
approximately $31,900 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, 2013. 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 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 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to May 31, 2013 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
17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
Management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).
The Company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Under the supervision and with
the participation of management, including the Chief Executive Officer and Chief
Financial Officer, the Company conducted an evaluation of the effectiveness of
the Company's internal control over financial reporting as of May 31, 2013 using
the criteria established in " Internal Control - Integrated Framework " issued
by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of May 31, 2013, the Company determined that there were control deficiencies
that constituted material weaknesses, as described below.
1. We do not have an Audit Committee - While not being legally obligated
to have an audit committee, it is the management's view that such a
committee, including a financial expert member, is an utmost important
entity level control over the Company's financial statement. Currently
the Board of Directors acts in the capacity of the Audit Committee,
and does not include a member that is considered to be independent of
management to provide the necessary oversight over management's
activities.
2. We did not maintain appropriate cash controls - As of May 31, 2013,
the Company has not maintained sufficient internal controls over
financial reporting for the cash process, including failure to
segregate cash handling and accounting functions, and did not require
dual signature on the Company's bank accounts. Alternatively, the
effects of poor cash controls were mitigated by the fact that the
Company had limited transactions in their bank accounts.
3. We did not implement appropriate information technology controls - As
at May 31, 2013, the Company retains copies of all financial data and
material agreements; however there is no formal procedure or evidence
of normal backup of the Company's data or off-site storage of data in
the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a
reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely basis by the
company's internal controls.
As a result of the material weaknesses described above, management has concluded
that the Company did not maintain effective internal control over financial
reporting as of May 31, 2013 based on criteria established in Internal
Control--Integrated Framework issued by COSO.
18
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in our internal control over financial reporting
identified in connection with our evaluation we conducted of the effectiveness
of our internal control over financial reporting as of May 31, 2013, that
occurred during our fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
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.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set
forth below:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Alex Norton 56 President, Chief Executive Officer,
42 Rockwood Crescent, Secretary, Chief Financial Officer
Thornhill, ON, L4J 7T2, and Chief Accounting Officer
Canada
Vladimir Kolossovski 59 Treasurer
42 Rockwood Crescent,
Thornhill, ON, L4J 7T2,
Canada
BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICER AND DIRECTOR
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.
19
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.
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we have no
operations, at the present time, we believe the services of a financial expert
are not warranted.
SIGNIFICANT EMPLOYEES
We have no employees other than our Treasurer, Vladimir Kolossovski, and a sole
director, Alex Norton; each of them currently devotes approximately twenty hours
per week to company matters. We intend to hire employees on an as needed basis.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on December 20, 2011 until May 31, 2013.
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Incentive Deferred
Name and Stock Option Plan Compensation All Other
Principal Salary Bonus Awards Awards Compensation Earnings Compensation Totals
Position Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
--------- ---- ------ ----- ------ ------ ------------ -------- ------------ ------
Alex Norton 2012 0 0 0 0 0 0 0 0
President 2013 0 0 0 0 0 0 0 0
Vladimir
Kolossovski 2012 0 0 0 0 0 0 0 0
Treasurer 2013 0 0 0 0 0 0 0 0
20
There are no current employment agreements between the company and its sole
officer. The compensation discussed herein addresses all compensation awarded
to, earned by, or paid to our named executive officer. There are no other stock
option plans, retirement, pension, or profit sharing plans for the benefit of
our officers and directors other than as described herein.
CHANGE OF CONTROL
As of May 31, 2013, we had no pension plans or compensatory plans or other
arrangements that provide compensation in the event of a termination of
employment or a change in our control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table provides certain information regarding the ownership of our
common stock, as of May 31, 2013 and as of the date of the filing of this annual
report by:
* each of our executive officers;
* each director;
* each person known to us to own more than 5% of our outstanding common
stock; and
* all of our executive officers and directors and as a group.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Alex Norton 3,000,000 shares of 67%
42 Rockwood Crescent, common stock
Thornhill, ON, L4J 7T2, (director)
Canada
Vladimir Kolossovski 60,000 shares of 1.3%
42 Rockwood Crescent, common stock
Thornhill, ON, L4J 7T2 (executive officer)
Canada
The percent of class is based on 4,480,000 shares of common stock issued and
outstanding as of the date of this annual report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended May 31, 2013, we had not entered into any transactions
with our sole officer or director, or persons nominated for these positions,
beneficial owners of 5% or more of our common stock, or family members of these
persons wherein the amount involved in the transaction or a series of similar
transactions exceeded the lesser of $120,000 or 1% of the average of our total
assets for the last three fiscal years.
21
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal year ended May 31 2013, we incurred approximately $7,200 in fees
to our principal independent accountants for professional services rendered in
connection with the audit of our financial statements and for the reviews of our
financial statements for the quarters ended May 31, 2012, February 28, 2013, and
May 31, 2013.
ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
EXHIBITS:
31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of
the Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of
the Sarbanes-Oxley Act
32.1 Certification of Chief Executive Officer and Chief Financial Officer
Under Section 1350 as Adopted Pursuant Section 906 of the
Sarbanes-Oxley Act
101 Interactive data files pursuant to Rule 405 of Regulation S-T (2)
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMPERICO CORP.
Dated: August 29, 2013 By: /s/ Alex Norton
------------------------------------------
Alex Norton, President and Chief Executive
Officer and Chief Financial Officer
2
