Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2013
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission File Number 333-170091
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
(Address of principal executive offices)
(775) 461-5130
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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). [X] Yes [ ] No
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
[X] Yes [ ] No
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of December 8, 2013
----- ----------------------------------
Common Stock, $0.001 4,480,000
AMPERICO CORP.
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15
ITEM 4. CONTROLS AND PROCEDURES 16
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 16
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 16
ITEM 4. MINE SAFETY DISCLOSURES 16
ITEM 5. OTHER INFORMATION 16
ITEM 6. EXHIBITS 17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information included in this Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended
("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended ("Exchange Act"). This information may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Amperico Corp. (the "Company"), to be materially different
from future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe future plans, strategies and expectations of the
Company, are generally identifiable by use of the words "may," "will," "should,"
"expect," "anticipate," "estimate," "believe," "intend," or "project" or the
negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that may
be incorrect, and there can be no assurance that these projections included in
these forward-looking statements will come to pass. Actual results of the
Company could differ materially from those expressed or implied by the
forward-looking statements as a result of various factors. Except as required by
applicable laws, the Company has no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," or "Amperico" refers to Amperico
Corp.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMPERICO CORP.
(A Development Stage Company)
Condensed Financial Statements
For the Period Ended August 31, 2013 (unaudited) and May 31, 2013
Condensed Balance Sheets (unaudited)........................................ 4
Condensed Statements of Operations (unaudited).............................. 5
Condensed Statements of Cash Flows (unaudited).............................. 6
Notes to the Condensed Financial Statements (unaudited)..................... 7
3
AMPERICO CORP.
(A Development Stage Company)
Condensed Balance Sheets
(Expressed in US dollars)
August 31, May 31,
2013 2013
-------- --------
$ $
(unaudited)
ASSETS
Current assets
Cash -- 136
-------- --------
Total Assets -- 136
-------- --------
LIABILITIES
Current liabilities
Due to related party 13,726 10,526
-------- --------
Total Liabilities 13,726 10,526
======== ========
STOCKHOLDERS' DEFICIT
Common stock
Authorized: 75,000,000 common shares with a par value
of $0.001 per share
Issued and outstanding: 4,480,000 common shares 4,480 4,480
Additional paid-in capital 17,320 17,320
Deficit accumulated during the development stage (35,526) (32,190)
-------- --------
Total Stockholders' Deficit (13,726) (10,390)
-------- --------
Total Liabilities and Stockholders' Deficit -- 136
======== ========
(The accompanying notes are an integral part of
these condensed financial statements)
4
AMPERICO CORP.
(A Development Stage Company)
Condensed Statements of Operations
(Expressed in US dollars)
(unaudited)
Accumulated from
December 20, 2011
Three Months Three Months (Date of
Ended Ended Inception) to
August 31, August 31, August 31,
2013 2012 2013
---------- ---------- ----------
$ $ $
Revenues -- -- --
---------- ---------- ----------
Operating Expenses
General and administrative 336 457 21,633
Professional fees 3,000 4,500 13,893
---------- ---------- ----------
Total Operating Expenses 3,336 4,957 35,526
---------- ---------- ----------
Net Loss (3,336) (4,957) (35,526)
========== ========== ==========
Net Loss per Share - Basic and Diluted -- --
========== ==========
Weighted Average Shares Outstanding -
Basic and Diluted 4,480,000 4,480,000
========== ==========
(The accompanying notes are an integral part of
these condensed financial statements)
5
AMPERICO CORP.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Expressed in US dollars)
(unaudited)
Accumulated from
For the For the December 20, 2011
Three Months Three Months (Date of
Ended Ended Inception) to
August 31, August 31, August 31,
2013 2012 2013
-------- -------- --------
$ $ $
Operating Activities
Net loss for the period (3,336) (4,957) (35,526)
-------- -------- --------
Net Cash Used In Operating Activities (3,336) (4,957) (35,526)
-------- -------- --------
Financing Activities
Advances from related party 3,200 -- 13,726
Proceeds from issuance of common stock -- -- 21,800
-------- -------- --------
Net Cash Provided By Financing Activities 3,200 -- 35,326
-------- -------- --------
Decrease in Cash (136) (4,957) --
Cash - Beginning of Period 136 21,598 --
-------- -------- --------
Cash - End of Period -- 16,641 --
======== ======== ========
Supplemental Disclosures
Interest paid -- -- --
Income tax paid -- -- --
======== ======== ========
(The accompanying notes are an integral part of
these condensed financial statements)
6
AMPERICO CORP.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Expressed in US dollars)
1. ORGANIZATION AND NATURE OF OPERATIONS
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 is a development stage company as defined by
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") 915, DEVELOPMENT STAGE ENTITIES.
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.
GOING CONCERN
These financial statements have been prepared on a going concern basis, which
implies that the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. As at August 31, 2013, the Company
has not earned revenue, has a working capital deficit of $13,726, and an
accumulated deficit of $35,526. The continuation of the Company as a going
concern is dependent upon the continued financial support from its management,
and its ability to identify future investment opportunities and obtain the
necessary debt or equity financing, and generating profitable operations from
the Company's future operations. These factors raise substantial doubt regarding
the Company's ability to continue as a going concern. These financial statements
do not include any adjustments to the recoverability and classification of
recorded asset amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States ("US GAAP") and
are expressed in U.S. dollars. The Company's fiscal year end is May 31.
b) Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates
and assumptions related to the recoverability of mineral properties, and
deferred income tax asset valuation allowances. The Company bases its estimates
and assumptions on current facts, historical experience and various other
factors that it believes to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets
and liabilities and the accrual of costs and expenses that are not readily
apparent from other sources. The actual results experienced by the Company may
differ materially and adversely from the Company's estimates. To the extent
there are material differences between the estimates and the actual results,
future results of operations will be affected.
7
AMPERICO CORP.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Expressed in US dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents. As of August 31,
2013 and May 31, 2013, there were no cash equivalents.
d) Interim Financial Statements
The accompanying unaudited condensed financial statements have been prepared in
accordance with Generally Accepted Accounting Principles ("GAAP") in the United
States of America ("U.S.") as promulgated by the Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and
regulations of the U.S Securities and Exchange Commission ("SEC") for interim
financial information. The unaudited condensed financial statements reflect all
normal recurring adjustments, which, in the opinion of management, are
considered necessary for a fair presentation of the results for the periods
shown. The results of operations for the periods presented are not necessarily
indicative of the results expected for the full fiscal year or for any future
period. The information included in these unaudited condensed financial
statements should be read in conjunction with Management's Discussion and
Analysis and Results of Operations contained in this report and the audited
financial statements and accompanying notes included in the Company's Annual
Report on Form 10-K for the year ended May 31, 2013.
e) Basic and Diluted Net Loss per Share
The Company computes net income (loss) per share in accordance with ASC 260,
EARNINGS PER SHARE. ASC 260 requires presentation of both basic and diluted
earnings per share ("EPS") on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
The Company has not issued any dilutive potential shares since inception.
f) Financial Instruments
Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, an entity is
required to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair value
hierarchy based on the level of independent, objective evidence surrounding the
inputs used to measure fair value. A financial instrument's categorization
within the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. ASC 820 prioritizes the inputs into
three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than
quoted prices that are observable for the asset or liability such as quoted
prices for similar assets or liabilities in active markets; quoted prices for
identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.
8
AMPERICO CORP.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Expressed in US dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
f) Financial Instruments (continued)
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs
to the valuation methodology that are significant to the measurement of the fair
value of the assets or liabilities.
The Company's financial instruments consist principally of cash and amounts due
to related party. Pursuant to ASC 820, the fair value of cash is determined
based on "Level 1" inputs, which consist of quoted prices in active markets for
identical assets. The recorded values of all other financial instruments
approximate their current fair values because of their nature and respective
maturity dates or durations.
g) Income Taxes
The Company applies the provisions of ASC Topic 740-10-25, INCOME TAXES -
OVERALL - RECOGNITION ("ASC Topic 740-10-25") with respect to the accounting for
uncertainty of income tax positions. ASC Topic 740-10-25 clarifies the
accounting for uncertainty in income taxes recognized in a company's financial
statements and prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. ASC Topic 740-10-25 also provides guidance
on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. As of May 31, 2013, tax years since 2011
remain open for IRS audit. The Company has received no notice of audit from the
Internal Revenue Service for any of the open tax years.
h) Recent Accounting Pronouncements
In February 2013, Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) No. 2013-02, COMPREHENSIVE INCOME (TOPIC 220): REPORTING
OF AMOUNTS RECLASSIFIED OUT OF ACCUMULATED OTHER COMPREHENSIVE Income, to
improve the transparency of reporting these reclassifications. Other
comprehensive income includes gains and losses that are initially excluded from
net income for an accounting period. Those gains and losses are later
reclassified out of accumulated other comprehensive income into net income. The
amendments in the ASU do not change the current requirements for reporting net
income or other comprehensive income in financial statements. All of the
information that this ASU requires already is required to be disclosed elsewhere
in the financial statements under U.S. GAAP. The new amendments will require an
organization to:
* Present (either on the face of the statement where net income is
presented or in the notes) the effects on the line items of net income
of significant amounts reclassified out of accumulated other
comprehensive income (but only if the item reclassified is required
under U.S. GAAP to be reclassified to net income in its entirety in
the same reporting period); and
* Cross-reference to other disclosures currently required under U.S.
GAAP for other reclassification items (that are not required under
U.S. GAAP) to be reclassified directly to net income in their entirety
in the same reporting period. This would be the case when a portion of
the amount reclassified out of accumulated other comprehensive income
is initially transferred to a balance sheet account (e.g., inventory
for pension-related amounts) instead of directly to income or expense.
The amendments apply to all public and private companies that report items of
other comprehensive income. Public companies are required to comply with these
amendments for all reporting periods (interim and annual). The amendments are
effective for reporting periods beginning after December 15, 2012, for public
companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not
expected to have a material impact on our financial position or results of
operations.
9
AMPERICO CORP.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Expressed in US dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
i) Recent Accounting Pronouncements (continued)
In January 2013, the FASB issued ASU No. 2013-01, BALANCE SHEET (TOPIC 210):
CLARIFYING THE SCOPE OF DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES,
which clarifies which instruments and transactions are subject to the offsetting
disclosure requirements originally established by ASU 2011-11. The new ASU
addresses preparer concerns that the scope of the disclosure requirements under
ASU 2011-11 was overly broad and imposed unintended costs that were not
commensurate with estimated benefits to financial statement users. In choosing
to narrow the scope of the offsetting disclosures, the FASB determined that it
could make them more operable and cost effective for preparers while still
giving financial statement users sufficient information to analyze the most
significant presentation differences between financial statements prepared in
accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the
amendments in this update will be effective for fiscal periods beginning on, or
after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a
material impact on our financial position or results of operations.
In October 2012, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) 2012-04, "Technical Corrections and
Improvements" in Accounting Standards Update No. 2012-04. The amendments in this
update cover a wide range of Topics in the Accounting Standards Codification.
These amendments include technical corrections and improvements to the
Accounting Standards Codification and conforming amendments related to fair
value measurements. The amendments in this update will be effective for fiscal
periods beginning after December 15, 2012. The adoption of this standard did not
have a material effect on the Company's financial statements.
In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and
Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff
Accounting Bulletin (SAB) No. 114., Technical Amendments Pursuant to SEC Release
No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22
(SEC Update)" in Accounting Standards Update No. 2012-03. This update amends
various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of
this standard did not have a material effect on the Company's financial
statements.
In December 2011, the FASB issued ASU 2011-11, BALANCE SHEET: DISCLOSURES ABOUT
OFFSETTING ASSETS AND LIABILITIES. ASU 2011-11 requires entities to disclose
both the gross and net information about both instruments and transactions
subject to an agreement similar to a master netting arrangement and includes
derivatives, sale and repurchase agreements, and securities borrowing and
securities lending arrangements. This standard is effective for all fiscal
periods beginning on or after January 1, 2013. The adoption of this standard did
not have a material effect on the Company's financial statements.
3. RELATED PARTY TRANSACTIONS
As at August 31, 2013, the Company owes $13,726 (May 31, 2013 - $10,526) to the
President and Director of the Company. The amounts owing are unsecured,
non-interest bearing, and due on demand.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATIONS
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations (MD&A) contains forward-looking statements that involve
known and unknown risks, significant uncertainties and other factors that may
cause our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed, or implied, by those forward-looking statements. You can
identify forward-looking statements by the use of the words may, will, should,
could, expects, plans, anticipates, believes, estimates, predicts, intends,
potential, proposed, or continue or the negative of those terms. These
statements are only predictions. In evaluating these statements, you should
consider various factors which may cause our actual results to differ materially
from any forward-looking statements. Although we believe that the exceptions
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Therefore,
actual results may differ materially and adversely from those expressed in any
forward-looking statements. We undertake no obligation to revise or update
publicly any forward-looking statements for any reason.
GENERAL
We were incorporated in the State of Nevada on December 20, 2011. We will
offer our clients an On-site WebState analytical tool that 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.
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's database for WebState analytics and anonymous
storage. Information then will be analyzed, compared to the other websites in
term of commercial context and a report with recommendations will be generated
and sent back to the website owner. The report will contain an area of required
improvements and recommendations based on the visitors' feedback. By following
our recommendations clients' websites will get more visibility, traffic and
eventually will lead to more sales.
Currently we do not have this database; at this point it is a technical
proposal. We're planning to build and host the database by ourselves and use 3rd
party for backup.
11
MARKETING OUR SERVICES
Our plan in the next 12 months is to advertise our services on the Internet
as well as by sending out regular e-letters and special promotions to our new
and existing clients. We also plan referral agreements with various Internet
analyzing companies in order to generate additional revenue.
CONTRACT FOR WEBPAGE ANALYTICAL SERVICES
We have executed a Contract for WebPage Analytical Services with Telvid Inc
based in Thornhill, ON, Canada (www.frbo.ca "Telvid"). Telvid specializes in
rental property advertisement and owns a network of several hundreds websites.
Under the terms of the agreement we will provide Telvid a Website Feedback
Applet to be integrated with applet ID for each Webpage where the applet is
installed. We will send monthly report of customer feedback to the Telvid at the
end of each calendar month. Other material terms of the agreement are as
follows:
1. Telvid shall pay us a monthly fee $ 0.99 USD per webpage where the
applet is installed.
2. Payment is due within 30 days since invoice issue date.
3. The applet is a property of the Amperico.
4. All knowledge and information acquired during the term of this
Contract with respect to the business and products of the client will
be treated by Amperico as confidential until and unless stipulated by
Tlvid.
5. This contract can be modified orally or in writing by agreement of
both parties.
6. Either party may terminate this contract by giving a 30 days' notice
in writing.
7. Contract is in effect since March 24, 2012.
We have not delivered any services or products to Telvid to date.
WEBSITE MARKETING STRATEGY
We plan to develop a website to market and display our services. To
accomplish this, we plan to contract an independent web designing company. Our
website will describe our services in detail, show our contact information, and
include some general information and description of our services.
We intend to promote our website by displaying it on our business cards. We
intend to attract traffic to our website by a variety of online marketing
tactics such as registering with top search engines and advertising on related
websites.
REVENUE
There are several ways how the company will generate its profit.
REVENUE FROM DIRECT SALES OF THE SERVICE TO THE WEBSITE OWNERS
Direct sales of the services to the Website owners will be a primary source
of the company revenue. Special information collecting applets will be sold to
website owners who desire to increase web traffic and improve web site
appearance.
12
There are three versions of the applet: Basic, Professional and
Enterprise--depending on the needs of the customer.
The selling price of the basic version is $0.99 USD per web page per month.
Basic version includes visitor activity statistics, page navigation tracing,
number of clicks and mouse movement topography.
The selling price of the Professional version is $2.99 USD per page per
month. Professional version includes all features of the basic version plus
visitor feedback.
The selling price of the Enterprise version is $14.99 USD per page per
month. Professional version includes all features of the professional version
plus analysis of the traffic including geographical locations of the customers.
Also comparison repost with other similar website will be issued monthly.
REFERRAL COMMISSIONS REVENUE
Referral commissions will be the secondary source of the revenue. Some
perspective customers, who wish to use services of other providers, will be
referred to those companies. The company receiving the referral will pay a
commission to Amperico Corp. for each referral and additional fees if a customer
actually subscribes to their services. The commission may range from 5% to 10%
of the total amount paid by the customer.
WEB ADVERTISING REVENUE
Web advertising will be an additional source of Company revenue. The basic
applet will contain a certain amount of space allocated for advertising. The
applet works on a background gathering information about user actions on the
specific web page and normally not visible to the public until feedback button
is clicked. Once it is clicked the applet becomes visible with the several
feedback options. The frame (bezel) of the applet has space for small
advertisements. The applet size is about a quarter of the whole screen. It has
two buttons: "Send feedback" and "Cancel" by clicking "Cancel" button the applet
window becomes closed. This space may be sold according to the current market
price for similar products.
RESULTS OF OPERATIONS
WORKING CAPITAL
August 31, August 31,
2013 2012
-------- --------
$ $
Current Assets -- 136
Current Liabilities 13,726 10,526
Working Capital (Deficit) (13,726) (10,390)
CASH FLOWS
Three Months Three Months
Ended Ended
August 31, August 31,
2013 2012
-------- --------
$ $
Cash Flows from (used in) Operating Activities (3,336) (4,957)
Cash Flows from (used in) Financing Activities 3,200 --
Net Increase (decrease) in Cash During Period (136) (4,957)
13
OPERATING REVENUES
We have not generated any revenues since inception.
OPERATING EXPENSES AND NET LOSS
Operating expenses and net loss for the three months ended August 31, 2013
were $3,336 compared with $4,957 for the three months ended August 31, 2012.
Overall operations decreased as compared with prior period, as the Company saw a
decrease in general and administrative costs of $121 for day-to-day operating
costs and a decrease in professional fees of $1,500.
LIQUIDITY AND CAPITAL RESOURCES
As of August 31, 2013, the Company had cash and total asset balance of $nil
compared with cash and total asset balance of $136 as at May 31, 2013. The
decrease in cash and total assets was attributable to the use of cash during the
period for day-to-day activities.
As of August 31, 2013, the Company had total liabilities of $13,726
compared with total liabilities of $10,526 as at May 31, 2013. The increase in
total liabilities was attributed to increases of $3,200 for amounts owing to
related parties for the funding of day-to-day operating activities during the
period.
As of August 31, 2013, the Company had a working capital deficit of $13,726
compared with $10,390 as of May 31, 2013. The increase in working capital
deficit was attributed to the expenditures incurred during the period.
CASHFLOW FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. During
the three months ended August 31, 2013, the Company used $3,336 of cash for
operating activities compared to the use of $4,957 of cash for operating
activities during the three months ended August 31, 2012. The change in net cash
used in operating activities is attributed to the fact that the Company had a
decrease in operating activities as compared with the prior period.
CASHFLOW FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity. During the three months ended August 31, 2013, the Company
received proceeds from advancement from our director of $3,200.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has not generated any revenues
as of August 31, 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 can be able to raise additional funds
through the capital markets. In light of management's efforts, there are no
assurances that the Company will be successful in this or any of its endeavors
or become financially viable and continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any offbalance
sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition,
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revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.
FUTURE FINANCINGS
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 three months. We have no lines of credit or other bank financing
arrangements. Generally, we have financed operations to date through the
proceeds of the 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 inventory;
(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. We
will have to raise additional funds in the next twelve months in order to
sustain and expand our operations. We currently do not have a specific plan of
how we will obtain such funding; however, we anticipate that additional funding
will be in the form of equity financing from the sale of our common stock. We
have and will continue to seek to obtain short-term loans from our directors,
although no future arrangement for additional loans has been made. We do not
have any agreements with our directors concerning these loans. We do not have
any arrangements in place for any future equity financing.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes have been prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis. The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to
prepare our financial statements. A complete summary of these policies is
included in the notes to our financial statements. In general, management's
estimates are based on historical experience, on information from third party
professionals, and on various other assumptions that are believed to be
reasonable under the facts and circumstances. Actual results could differ from
those estimates made by management.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and the Company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No report required.
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ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer ' s management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the
participation of our management of the effectiveness of the design and operation
of our disclosure controls and procedures as of August 31, 2013. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were not effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the three-month period
ended August 31, 2013 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibit
Number Description of Exhibit Filing
------ ---------------------- ------
31.1 Certification of Chief Executive Officer and
Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). Filed herewith.
32.1 Certifications pursuant to Securities Exchange Act
of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes- Oxley Act of 2002. Filed herewith.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMPERICO CORP.
Dated: December 23, 2013 /s/ Alex Norton
--------------------------------------
By: ALEX NORTON
Its: President, Chief Executive Officer and
Chief Financial Officer
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