AMPERICO LTD - FORM 10-Q - April 14, 2014

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - AMPERICO LTD	Financial_Report.xls
EX-31.01 - CERTIFICATION - AMPERICO LTD	ampo_ex3101.htm
EX-32.01 - CERTIFICATION - AMPERICO LTD	ampo_ex3201.htm

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 February 28, 2014

o 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		7380		EIN 99-0374076
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Number)		(IRS Employer 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 o 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	o	Accelerated Filer	o
Non-Accelerated Filer	o	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 o 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 o 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 April 14, 2014
Common Stock, $0.001		134,400,000

AMPERICO CORP.

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS		4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS		11
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		16
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.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMPERICO CORP.

(A Development Stage Company)

Condensed Financial Statements

For the Period Ended February 28, 2014 (unaudited) and May 31, 2013

Condensed Balance Sheets (unaudited)			5

Condensed Statements of Operations (unaudited)			6

Condensed Statements of Cash Flows (unaudited)			7

Notes to the Condensed Financial Statements (unaudited)			8

AMPERICO CORP.

(A Development Stage Company)

Condensed Balance Sheets

(Expressed in US dollars)

	February 28, 2014			May 31, 2013
	(unaudited)
ASSETS

Current assets

Cash	$	–		$	136

Total Current Assets	$	–		$	136

LIABILITIES

Current liabilities

Accounts payable	$	6,610		$	–
Due to related party		14,540			10,526

Total Current Liabilities		21,150			10,526

STOCKHOLDERS’ DEFICIT

Common stock Authorized: 500,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 134,400,000 common shares		134,400			134,400

Excess of par value over paid-in capital		(112,600	)		(112,600	)

Deficit accumulated during the development stage		(42,950	)		(32,190	)

Total Stockholders’ Deficit		(21,150	)		(10,390	)

Total Liabilities and Stockholders’ Deficit	$	–		$	136

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

AMPERICO CORP.

(A Development Stage Company)

Condensed Statements of Operations

(Expressed in US dollars)

(unaudited)

	Three Months Ended February 28, 2014 $			Three Months Ended February 28, 2013 $			Nine Months Ended February 28, 2014 $			Nine Months Ended February 28, 2013 $			Accumulated from December 20, 2011 (Date of Inception) to February 28, 2014 $

Revenues		–			–			–			–			–

Operating Expenses
General and administrative		564			7,446			1,610			15,033			22,907
Professional fees		3,150			–			9,150			–			20,043

Total Operating Expenses		3,714			7,446			10,760			15,033			42,950

Net Loss	$	(3,714	)	$	(7,446	)	$	(10,760	)	$	(15,033	)	$	(42,950	)
Net Loss per Share – Basic and Diluted	$	–		$	–		$	–		$	–		$	–
Weighted Average Shares Outstanding – Basic and Diluted		134,400,000			134,400,000			134,400,000			134,400,000

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

AMPERICO CORP.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Expressed in US dollars)

(unaudited)

	Nine Months Ended February 28, 2014 $			Nine Months Ended February 28, 2013 $			Accumulated from December 20, 2011 (Date of Inception) to February 28, 2014 $

Operating Activities

Net loss for the period	$	(10,760	)	$	(15,033	)	$	(42,950	)

Changes in operating assets and liabilities:

Accounts payable and accrued liabilities		6,610			–			6,610

Net Cash Used In Operating Activities		(4,150	)		(15,033	)		(36,340	)

Financing Activities

Advances from (repayments to) related parties		4,014			(325	)		14,540
Proceeds from issuance of shares		–			–			21,800

Net Cash Provided By (Used In) Financing Activities		4,014			(325	)		36,340

Change in Cash		(136	)		(15,358	)		–

Cash – Beginning of Period		136			21,598			–

Cash – End of Period	$	–		$	6,240		$	–

Supplemental Disclosures

Interest paid	$	–		$	–		$	–
Income tax paid	$	–		$	–		$	–

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

AMPERICO CORP.

(A Development Stage Company)

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(unaudited)

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 of February 28, 2014, the Company has not earned revenue, has a working capital deficit of $21,150, and an accumulated deficit of $42,950. 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

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.

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 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.

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 February 28, 2014 and May 31, 2013, there were no cash equivalents.

AMPERICO CORP.

(A Development Stage Company)

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

Interim Financial Statements

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These financial statements should be read in conjunction with a reading of the Company’s annual financial statements for the year ended May 31, 2013 and notes thereto filed with the Securities and Exchange Commission on August 29, 2013. Interim results of operations for the three and nine months ended February 28, 2014 are not necessarily indicative of future results for the full year.

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 dilutive potential common shares outstanding during the period. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company has not had any potentially dilutive securities outstanding since its inception.

Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable, and amounts due to related party. The carrying amount of accounts payable and amounts due to related party approximate their current fair values because of their short-term nature.

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 since inception remain subject to examination by Federal and state jurisdictions.

The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.

Recent 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.

AMPERICO CORP.

(A Development Stage Company)

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(unaudited)

3.	Related Party Transactions

As at February 14, 2014, the Company owes $14,540 (May 31, 2013 - $10,526) to the President and Director of the Company for working capital advances. The amounts owing are unsecured, non-interest bearing, and due on demand.

4.	Subsequent Events

On March 11, 2014, the Company increased its authorized common shares from 75,000,000 common shares to 500,000,000 common shares. Furthermore, the Company approved a 30-for-1 forward stock split of its issued and outstanding common shares. The effects of the forward stock split increased the number of issued and outstanding common shares from 4,480,000 common shares to 134,400,000 common shares, and the effects have been applied on a retroactive basis.

On March 12, 2014, the Company signed a letter of intent to acquire intellectual property through an Intellectual Property License Agreement (the “Agreement”) from SecureCom Plus Limited, a non-related company based in Hong Kong. Under the terms of the Agreement, the Company will acquire a ten-year use of the license within the Agreement in exchange for 90,000,000 restricted common shares of the Company, a promissory note of $250,000 which is unsecured, bears interest at 7.5% per annum, and is due within 90 days of the completion date of the Agreement, and royalty payments of 5% of the gross revenues generated from Agreement. As of the date of this filing, due diligence is ongoing and the Agreement has not been completed.

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.

Stock Split

On March 11, 2014, our Board of Directors authorized and approved a stock split of thirty for one (30:1) of our total issued and outstanding shares of common stock (the “Stock Split”). The Stock Split was effectuated as part of the re-organization mandate and contemplated actions to acquire certain new technologies. The Board of Directors considered further factors regarding approval of the Stock Split including, but not limited to: (i) further increase our authorized share capital to a sufficient number similar to other industry public offerings, such as our direct competitors; (ii) the contemplated new Intellectual Property License Agreement as defined in the letter of intent outlined below; (iii) the projected trading price of our shares of common stock on the OTC Bulletin Board Market and potential to increase the marketability and liquidity of our common stock; (iv) desire to meet future requirements of a larger share cap as required for market demand and interest by larger shareholder networks to decrease share price volatility; and (v) desire to meet future requirements regarding per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets.

The Stock Split was effectuated on March 11, 2014 upon filing the appropriate documentation with FINRA. The Stock Split increased our total issued and outstanding shares of common stock from 4,480,000 shares of common stock to 134,400,000 shares of common stock. The common stock will continue to carry a $0.001 par value. The shareholder record date was February 8, 2014.

As of the date of this Quarterly Report, there are 134,400,000 shares issued and outstanding.

Letter of Intent

As reported on Form 8-K on as filed on March 14, 2014, the Company signed a letter of intent on March 12, 2014, to acquire intellectual property through an Intellectual Property License Agreement (the “Agreement”) from SecureCom Plus Limited, a non-related company based in Hong Kong. Under the terms of the Agreement, the Company will acquire a ten-year use of the license within the Agreement in exchange for 90,000,000 restricted common shares of the Company, a promissory note of $250,000 which is unsecured, bears interest at 7.5% per annum, and is due within 90 days of the completion date of the Agreement, and royalty payments of 5% of the gross revenues generated from Agreement. As of the date of filing, due diligence is ongoing and the Agreement has not been completed. Further negotiations to finalize this arrangement are ongoing; original intentions to obtain a definitive agreements by the parties no later than April 11, 2014 have been extended by through April 30, 2014 through mutual consent of the parties to the Agreement.

About SecureCom Mobile: SecureCom Plus Limited is the creator of the SecureCom Mobile brand of software and hardware for mobile communications platforms that enables people to communicate, in privacy, with ease for both voice and text. Cryptographically strong algorithms and protocols shield communication from surveillance. Software downloads and hardware products are in development and deployment stages being prepared for individual, commercial, and enterprise markets.

Our Current Operations as defined below may change upon the successful completion of negotiations with SecureCom Plus Limited and the contemplated acquisition of the Agreement.

Current Operations

We plan to 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 will include 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 a 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.

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.

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

	February 28, 2014 $			May 31, 2013 $
Current Assets		-			136
Current Liabilities		21,150			10,526
Working Capital Deficit		(21,150	)		(10,390	)

Cash Flows

	Nine Months Ended			Nine Months Ended
	February 28, 2014 $			February 28, 2013 $
Cash Flows used in Operating Activities		(5,650	)		(15,033	)
Cash Flows from (used in) Financing Activities		5,514			(325	)
Net Decrease in Cash During Period		(136	)		(15,358	)

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 February 28, 2014 were $3,714 compared with $7,446 for the three months ended February 28, 2013. The decrease is due to the fact that the Company had minimal cash flows and limited costs.

For the nine months ended February 28, 2014, the Company incurred operating expenses and net loss of $10,760 compared with a net loss of $15,033 for the nine months ended February 28, 2013. The decrease in operating expenses was due to the fact that the Company had limited cash flows for operating expenditures in the current period.

Liquidity and Capital Resources

As of February 28, 2014, 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 February 28, 2014, the Company had total liabilities of $21,150 compared with total liabilities of $10,526 as at May 31, 2013. The increase in total liabilities was attributed to increases of $6,610 for outstanding accounts payable and $4,014 for amounts owing to related parties for the funding of day-to-day operating activities during the period.

As of February 28, 2014, the Company had a working capital deficit of $21,150 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 nine months ended February 28, 2014, the Company used $5,650 of cash for operating activities compared to the use of $15,033 of cash for operating activities during the nine months ended February 28, 2013. 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 debt advances or from the issuance of equity. During the nine months ended February 28, 2014, the Company received proceeds from advances from a past director of $5,514. During the nine months ended February 28, 2013, the Company repaid $325 to a prior director.

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 the quarter ended February 28, 2014 and at the date of this quarterly filing. 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 debe and/or equity 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 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.

Future Financings

We expect that working capital requirements will continue to be funded through a combination of advances from our management, third parties, or issuances of debt or equity instruments. Our working capital requirements are expected to increase in line with the growth of our business.

We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date primarily through the proceeds of the private placement of equity and advances from management. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition or investment in assets connected to our current and proposed business objectives; (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

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 February 28, 2014. 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 nine month period ended February 28, 2014 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

10.1	Letter of Intent dated March 12, 2014 between the Company and SecureCom Plus Limited.	Incorporated by reference from Form Current Report on 8-K filed with the Commission on March 14, 2014.

31.01	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.

32.01	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.

101.INS **	XBRL Instance Document	Filed herewith.

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

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

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

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

101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document	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

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: April 14, 2014		/s/ Nicholas Thompson
	By:	NICHOLAS THOMPSON
	Its:	President, Chief Executive Officer and Chief Financial Officer

Attached files

AMPERICO LTD Reports

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