0001144204-12-035924.txt : 20120622 0001144204-12-035924.hdr.sgml : 20120622 20120622100042 ACCESSION NUMBER: 0001144204-12-035924 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120331 FILED AS OF DATE: 20120622 DATE AS OF CHANGE: 20120622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPERIAL AMERICAS, INC CENTRAL INDEX KEY: 0001424718 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 260325410 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35130 FILM NUMBER: 12921051 BUSINESS ADDRESS: STREET 1: 1990 MAIN STREET, STREET 2: SUITE 150 CITY: SARASOTA, STATE: FL ZIP: 34236 BUSINESS PHONE: 954-894-0043 MAIL ADDRESS: STREET 1: 1990 MAIN STREET, STREET 2: SUITE 150 CITY: SARASOTA, STATE: FL ZIP: 34236 FORMER COMPANY: FORMER CONFORMED NAME: AAA PUBLIC ADJUSTING GROUP, INC. DATE OF NAME CHANGE: 20080123 10-Q/A 1 v316604_10qa.htm FOR 10-Q/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

(Mark One)

 

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

 

For the quarterly period ended March 31, 2012

 

- OR –

 

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

 

For the transition period from ___________________ to ________________

 

Commission file number 333-153679

 

EMPERIAL AMERICAS, INC.

(Exact name of registrant as specified in its charter)

 

FLORIDA   26-0325410
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

1990 Main Street, Suite 150, Sarasota, Florida

(Address of principal executive offices)

 

34236

(Zip Code)

 

(941) 309-5408

(Registrant's telephone number, including area code)

 

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, or a non-accelerated filer. See the definitions of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨ Accelerate filer ¨ Non Accelerated filer x

 

Large accelerated filer Accelerated filer Non-accelerated filer. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

¨ Yes x No

 

As of June 20, 2012, there were 16,164,431 shares of the Registrant's Common Stock outstanding.

 

 
 

 

EXPLANATORY NOTE

 

 

Emperial Americas, Inc. (the Registrant) is filing this amendment (the Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (the Form 10-Q), filed with the U.S. Securities and Exchange Commission on May 16, 2012, solely to correct errors which include, the correct address of the Company and shell status in the Form 10-Q.

 

The cover page of the Form 10-Q did not reflect the correct address of the Registrant. It also did not properly reflect the shell status. The Company inadvertently failed to check “no” as to the shell status on the 10-Q filing. This amendment now reflects the correct address of the company. The amendment also confirms that this Company is not and has never been a shell company.

 

This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.

 

 
 

 

PART II. OTHER INFORMATION

 

Item 6. Exhibits

 

Exhibit No. Description of Exhibits Filed with this Statement

 

31(a)Certification Pursuant to Rule 13a-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Alonzo Pierce

 

 
 

  

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.

Dated: June 20, 2012

 

  EMPERIAL AMERIAS, INC. (Registrant)
   
   
  By:  /s/ Alonzo Pierce
   

Alonzo Pierce

President & Chief Executive Officer

 

 

 

 EX-31.(A) 2 v316604_ex31a.htm EXHIBIT 31(A)

 

Exhibit 31(a)

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, Alonzo Pierce, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q/A of Emperial Americas, Inc.; and

 

2.             Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

   
Date: June 20, 2012  By:  /s/ Alonzo Pierce
   

Alonzo Pierce

President & Chief Executive Officer