Xfuels, Inc. - FORM 10-Q - September 16, 2013

Attached files

file	filename
EX-32 - CERTIFICATION - Xfuels, Inc.	amzz_ex32.htm
EX-31.1 - CERTIFICATION - Xfuels, Inc.	amzz_ex311.htm
EX-31.2 - CERTIFICATION - Xfuels, Inc.	amzz_ex312.htm
EXCEL - IDEA: XBRL DOCUMENT - Xfuels, Inc.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

333-174304

Commission File Number

Amazonica, Corp.

(Exact name of registrant as specified in its charter)

Nevada		99-0363013
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

187 E. Warm Springs Rd., Suite B160, Las Vegas, NV		89119
(Address of principal executive offices)		(Zip Code)

(702) 297-6776

(Registrant’s telephone number, including area code)

Av. Presidente Medice, 120, Floor 1, Room #1, Osasco, Brazil SP 06268

(Former name, former address and former fiscal year, if changed since last report)

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 o No x

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

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	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

616,000,000 common shares outstanding as of September 14, 2013

(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

Amazonica, Corp.

TABLE OF CONTENTS

		Page
PART I – Financial Information
Item 1.	Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		7
Item 4.	Controls and Procedures		7

PART II – Other Information
Item 1.	Legal Proceedings		8
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		8
Item 3.	Defaults Upon Senior Securities		8
Item 4.	Mine Safety Disclosures		8
Item 5.	Other Information		8
Item 6.	Exhibits		9
	Signatures		10

PART I – FINANCIAL INFORMATION

AMAZONICA, CORP.

UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED JULY 31, 2013 AND JULY 31, 2012

AND FOR THE PERIOD FROM INCEPTION (JUNE 2, 2010) TO JULY 31, 2013

REPORTED IN UNITED STATES DOLLARS

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended July 31, 2013, are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2014. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2013 as filed with the Securities and Exchange Commission on August 13, 2013.

	Page
Balance Sheets		F-1
Statements of Operations		F-2
Statements of Cash Flows		F-3
Notes to Financial Statements		F-4

AMAZONICA, CORP.

(A Development Stage Company)

Balance Sheets

Assets
	July 31, 2013 Unaudited			April 30, 2013
Current Assets
Cash	$	0		$	0
Prepaid Expenses		0			0
Total Assets		0			0
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts Payable and Accrued Expenses	$	5,057		$	400
Loan from Director		32,187			29,987
Total Current Liabilities		37,244			30,387
Stockholders’ Equity
Common stock, $0.001 par value, 1,500,000,000 shares authorized;
616,000,000 shares issued and outstanding as at July 31, 2013 and April 30, 2013 respectively		616,000			616,000
Additional paid-in-capital		(592,200	)		(592,200	)
Deficit accumulated during the development stage		(61,044	)		(54,187	)
Total stockholders’ equity		(37,244	)		(30,387	)
Total liabilities and stockholders’ equity	$	0		$	0

The accompanying notes are an integral part of these financial statements.

F-1

AMAZONICA, CORP.

(A Development Stage Company)

Statements of Operations

Unaudited

	Three months ended July 31, 2013			Three months ended July 31, 2012			From Inception on June 2, 2010 to July 31, 2013
Expenses
General and Administrative Expenses	$	6,857		$	8,125		$	61,044
Net (loss) from Operation before Taxes		(6,857	)		(8,125	)		(61,044	)
Provision for Income Taxes		0			0			0
Net (loss)	$	(6,857	)	$	(8,125	)	$	(61,044	)
(Loss) per common share – Basic and diluted		(0.00	)		(0.00	)
Weighted Average Number of Common Shares Outstanding		616,000,000			616,000,000

The accompanying notes are an integral part of these financial statements.

F-2

AMAZONICA, CORP.

(A Development Stage Company)

Statements of Cash Flows

Unaudited

	Three months ended July 31, 2013			Three months ended July 31, 2012			From Inception on June 2, 2010 to July 31, 2013
Operating Activities
Net (loss)	$	(6,857	)	$	(8,125	)	$	(61,044	)
Prepaid expenses		-			2,500			-
Accounts Payable		4,657			(200	)		5,057
Net cash (used) for operating activities		(2,200	)		(5,825	)		(55,987	)
Financing Activities
Loans from Director		2,200			5,750			32,187
Proceeds from sale of common stock		-			-			23,800
Net cash provided by financing activities		2,200			5,750			55,987
Net increase (decrease) in cash and equivalents		0			(75	)		0
Cash and equivalents at beginning of the period		0			83			0
Cash and equivalents at end of the period	$	0		$	8		$	0
Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-
Taxes	$	-		$	-		$	-
Non-Cash Activities	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-3

AMAZONICA, CORP.

(A Development Stage Company)

Notes To The Financial Statements

July 31, 2013

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Amazonica, Corp. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on June 2, 2010. We are a development-stage company in the field of marketing and distributing hardwood flooring. The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities”. Amazonica, Corp. is in the business of distributing of Brazilian hardwood flooring. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, June 2, 2010 through July 31, 2013 the Company has accumulated losses of $61,044.

NOTE 2 - GOING CONCERN

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $61,044 as of July 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or the sale of equity.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

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. The Company had $0 cash as of July 31, 2013.

F-4

AMAZONICA, CORP.

(A Development Stage Company)

Notes To The Financial Statements

July 31, 2013

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Fiscal Periods

The Company's fiscal year end is April 30.

F-5

AMAZONICA, CORP.

(A Development Stage Company)

Notes To The Financial Statements

July 31, 2013

NOTE 4 - COMMON STOCK

The authorized capital of the Company is 1,500,000,000 common shares with a par value of $ 0.001 per share. On April 5, 2011, the Company issued 525,000,000 shares of common stock at a price of $0.0000057 per share for total cash proceeds of $3,000. For the period ended April 30, 2012 the Company issued 91,000,000 shares of common stock at a price of $0.0002285 per share for total cash proceeds of $20,800.

On May 2, 2013 Amazonica, Corp. (the "Registrant") filed an Certificate of Amendment to its Articles of Incorporation (“Certificate”) with the Secretary of State of the State of Nevada to increase the number of shares of authorized capital of the Company from 75,000,000 shares of common stock, $0.001 par value per share, to 1,500,000,000 shares of common stock, $0.001 par value per share.

On May 24, 2013, in accordance with approval from the Financial Industry Regulatory Authority (“FINRA”), our issued and outstanding shares of common stock increased from 3,520,000 to 616,000,000 shares of common stock, par value of $0.001 on the basis of a 175:1 forward split of our issued and outstanding shares of common stock. The forward split has been retroactively applied to all shares and per share figures in these financial statements.

There were 616,000,000 shares of common stock issued and outstanding as of July 31, 2013.

NOTE 5 - INCOME TAXES

As of April 30, 2013 the Company had net operating loss carry forwards of $54,187 that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

NOTE 6 - RELATED PARTY TRANSACTONS

On April 5, 2011, the Company issued a total of 525,000,000 shares of restricted common stock to Andre Caetano, our director and officer in consideration of $3,000.

On June 2, 2010, related party had loaned the Company $174. On July 7, 2010, the related party had loaned the Company $325. On July 13, 2011, related party had loaned the Company $325. On March 29, 2012, related party had loaned the Company $4,100. For the year ended April 30, 2013, related party had loaned the Company $25,063. For the three months period ended July 31, 2013 related party had loaned the Company $2,200.

As of July 31, 2013, total related party loan amount was $32,187. The loan is non-interest bearing, due upon demand and unsecured.

F-6

AMAZONICA, CORP.

(A Development Stage Company)

Notes To The Financial Statements

July 31, 2013

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.

NOTE 8 - SUBSEQUENT EVENTS

On August 30, 2013, Andre Caetano, the principal shareholder of Amazonica, Corp. (the “Company”), entered into a Stock Purchase Agreement which provided for the sale of 350,000,000 shares of common stock of the Company (the “Purchased Shares”) to Michael Soursos (the “Purchaser”).

Effective as of August 30, 2013, in connection with the disposition of the Purchased Shares, Andre Caetano resigned from his positions as officer and the sole director of the Company. The Board of Directors of the Company elected Michael Soursos as President, Treasurer and the director of the Company.

F-7

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

General

We were incorporated in the State of Nevada on June 2, 2010. We are in the business of distributing of Brazilian hardwood flooring. We have not generated any revenues and the only operations we have engaged in to date are developing of business plan and executing of an Exclusive Contract for Sale of Goods on April 15, 2011 with Equatorian S.A. Laminados Amazonia, where we engaged Equatorian S.A. Laminados Amazonia as our supplier of hardwood flooring.

Plan of Operation

We are currently looking to develop the business of distributing of Brazilian hardwood flooring. If we are able to raise the required capital to develop our business, we plan on acquiring inventory, investing in marketing and developing our distribution network. We believe we require about $200,000 to carry out this business plan. However, we have not yet been to secure such financing and there can be no assurance that we will be able to secure it in the future. Consequently, along with trying to raise funds for our original business plan, we are also actively seeking partners for joint ventures, asset acquisitions or other business combinations.

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.

Three months ended July 31, 2103 compared to the three months ended July 31, 2012

Our net loss for the three month period ended July 31, 2013 was $6,857 compared to a net loss of $8,125 during the three month period ended July 31, 2012 due to a small decrease in general and administrative expenses.

The Company has not generated any revenue since inception.

During the three month periods ended July 31, 2013 and July 31, 2012 respectively, we incurred general and administrative expenses of $6,857 and compared to $8,125 incurred during fiscal year ended July 31, 2012. These expenses incurred during the three month period ended July 31, 2013 consisted of $5,600 in professional fees and $1,257 in transfer agent fees.

Liquidity and Capital Resources

As of July 31, 2013, we had no assets and our total liabilities were $37,244, comprised of $32,187 loan payable to a director and $5,057 in accounts payable.

As of April 30, 2013, we had no assets and $30,387 in liabilities.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the period from inception (June 2, 2010 ) to July 31, 2013, cash provided by financing activities was $23,800 received from the sale of the issuance of 616,000,000 shares of common stock.

Current cash on hand is insufficient for all of the Company’s commitments for the next 12 months. We anticipate that the additional funding that we require will be in the form of equity financing.

We estimate that within the next 12 months we will need approximately $200,000 for acquisition of inventory, marketing and developing a distribution chain.

We cannot be certain that the required additional financing will be available or available on terms favorable to us. We currently do not have any arrangements or commitments in place for any other financings. If additional funds are raised by the issuance of our equity securities, existing stockholders will experience dilution of their ownership interest. If adequate funds are not available or not available on acceptable terms, we may be unable to fund our operations.

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 equity sales or loans. 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.

Going Concern

Off-Balance Sheet Arrangements

As of the date of this Quarterly 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

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 July 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were 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.

Changes in Internal Controls over Financial Reporting

During the quarter ended July 31, 2013, there were no changes in internal control over financial reporting that have materially affected, or are 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

Changes in Control

As previously reported on a Current Report on Form 8-K, on August 30, 2013, Andre Caetano, the principal shareholder of Amazonica, Corp. (the “Company”), entered into a Stock Purchase Agreement which provided for the sale of 350,000,000 shares of common stock of the Company (the “Purchased Shares”) to Michael Soursos (the “Purchaser”). The consideration paid for the Purchased Shares, which represent 56.81% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $50,000. The purchase price was paid by the issuance by the Purchaser to Mr. Caetano of a promissory note. The 2-year note, which bears interest at the rate of 10% per year, is due and payable in two years. In addition, Mr. Caetano is entitled to five percent (5%) of the proceeds from the sale of any shares of the Purchased Shares during such two-year period.

Effective as of August 30, 2013, in connection with the disposition of the Purchase Shares, Andre Caetano resigned from his positions as officer and the sole director of the Company. The Board of Directors of the Company elected Michael Soursos as President, Treasurer and the director of the Company.

ITEM 6. EXHIBITS

Exhibits:

3.1		Articles of Incorporation of the Registrant*

3.1.1		Certificate of Amendment to Articles of Incorporation of Amazonica, Corp. filed with the Secretary of State of the State of Nevada May 2, 2013**

3.2		Bylaws of the Registrant*

10.1		Exclusive Contract for Sale of Goods dated April 15, 2011 *

10.2		Form of Subscription Agreement *

10.3		Stock Purchase Agreement***

10.4		Promissory Note***

31.1		Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002****

31.2		Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002****

32.		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley****

101.INS		XBRL Instance Document*****

101.SCH		XBRL Taxonomy Extension Schema Document*****

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*****

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*****

101.LAB		XBRL Taxonomy Extension Label Linkbase Document*****

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*****

_____________

*	filed as the corresponding exhibit to the Form S-1 (Registration No. 333-174304) effective as of August 15, 2011

**	filed as the corresponding exhibit to the Current Report on Form 8-K filed by the Company on July 25, 2013

***	filed as the corresponding exhibit to the Current Report on Form 8-K by the Company on September 3, 2013

****	filed herewith

*****

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMAZONICA, CORP.

Date: September 16, 2013	By:	/s/ Michael Soursos
	Name:	Michael Soursos
	Title:	Principal Executive Officer and Principal Financial Officer

Xfuels, Inc. - FORM 10-Q - September 16, 2013

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