10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q /A

(Mark One)

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

For the quarterly period ended June 30, 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 incorporation)	(I.R.S. Employer Identification No.)

Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236.

(Address of Principal Executive Offices) (Zip Code)

Issuer's telephone number:

Securities registered under Section 12 (b) of the Exchange Act:

Title of each class Name of exchange on which registered

Securities registered pursuant to Section 12 (g) of the Exchange Act: Common Stock Par Value $.00001 per share

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ¨ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ¨

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 ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer ¨
Non-accelerated filer	¨	Smaller Reporting Company x

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

State issuer's revenues for its most recent fiscal year ended December 31, 2011: $602,379.

As of June 30, 2012, there were 16,865,177 shares of the issuer's common stock issued and outstanding. Affiliates of the issuer own 8,667,571 shares of the issuer's issued and outstanding common stock and the remaining 8,197,606 shares are held by non-affiliates. The aggregate market value of the shares held by non-affiliates at June 30, 2012 was $225,000.

DOCUMENTS INCORPORATED BY REFERENCE:

There are no documents incorporated by reference in this Annual Report.

(*) Affiliates for the purposes of this Annual Report refer to the officers, directors of the issuer and subsidiaries and/or persons or firms owning 10% or more of issuer's common stock, both of record and beneficially.

Explanatory Note

Emperial Americas Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 23, 2012 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6. EXHIBITS

(a)  The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:

Exhibit No.	Description
31.1    *	Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1    *	Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Schema
101.CAL**	XBRL Taxonomy Calculation Linkbase
101.DEF**	XBRL Taxonomy Definition Linkbase
101.LAB**	XBRL Taxonomy Label Linkbase
101.PRE**	XBRL Taxonomy Presentation Linkbase

* Previously filed or furnished, as applicable, with the Company’s quarterly report on Form 10-Q for the period ended June 30, 2011 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 15, 2011.

** Furnished 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 hereunto duly authorized.

EMPERIAL AMERICAS, INC.
By:	/s/ Alonzo Pierce
	Name: Alonzo Pierce
	Title: President, CEO, Chief Financial Officer
	Dated September 13, 2012

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Notes Payable (Detail) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Notes payable to Chief Executive Officer for salary accrued	$ 244,000	$ 0
Convertible notes payable for expenses prior to merger-various parties.	128,197	0
Note payable	372,197	35,174
Notes Payable One
Debt Instrument [Line Items]
Note payable	0	1,280
Notes Payable Two
Debt Instrument [Line Items]
Note payable	0	26,430
Notes Payable Three
Debt Instrument [Line Items]
Note payable	$ 0	$ 7,464

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LEASE COMMITMENTS

6 Months Ended

Jun. 30, 2012

LEASE COMMITMENTS

NOTE 4 - LEASE COMMITMENTS

The Company leases its offices in Sarasota, Florida under a lease on a month to month basis at a minimum annual rent of $2,500 (payable monthly) inclusive of related sale taxes and utilities.

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Reconciliation of Statutory Federal Income Tax Rate to Effective Income Tax Rate (Detail)	6 Months Ended
	Jun. 30, 2012
Reconciliation of Statutory Federal Tax Rate [Line Items]
Federal income taxes at statutory rate	34.00%
State tax rate, net of federal income tax	4.00%
Offsetting Valuation Adjustment	(38.00%)
Effective income tax rate	0.00%

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Capital Transactions - Additional Information (Detail) (USD $)	1 Months Ended				3 Months Ended	6 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Feb. 28, 2011	Jun. 30, 2012	Jun. 30, 2012	Sep. 06, 2011	Feb. 11, 2011
Stockholders Equity Note [Line Items]
Ownership interest of issued and outstanding shares of common stock		95.00%
Cancellation of common stock which were issued for purchase shares in connection with Escrow agent	106,088,552
Purchase of outstanding common shares	3,000,000					3,000,000
Purchase of outstanding common shares value	$ 200,000					$ 200,000
Forward stock split, conversion ratio				15
Shares of common stock, authorized								250,000,000
Debt convertible into free trading shares, fixed sale price rate							$ 0.16
Percentage of discount for sale price							40.00%
Shares, per share			$ 0.096
Number of market					51	51
Debt due for compensation	50,000
Shares issue for service and debt					11,847,455
rereick Antonell
Stockholders Equity Note [Line Items]
Debt due for compensation	25,000
Christopher Lombardi
Stockholders Equity Note [Line Items]
Debt due for compensation	$ 25,000
Liane Hassan
Stockholders Equity Note [Line Items]
Purchase of outstanding common shares	1,500,000					1,500,000
Frederick Antonell
Stockholders Equity Note [Line Items]
Purchase of outstanding common shares	1,500,000					1,500,000

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Income Taxes - Additional Information (Detail) (USD $)	1 Months Ended
	Jun. 30, 2012
Income Taxes [Line Items]
Net operating loss carry forward for income tax reporting purposes	$ 208,000
Net operating loss carry forward, expiration year	2025
Minimum chance that operating loss carry forwards will expire unused	50.00%

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Related Party Transactions - Additional Information (Detail) (USD $)	Apr. 10, 2012	Mar. 31, 2012
Related Party Transaction [Line Items]
Debt due for compensation		$ 50,000
Amount due with regard to back salary	240,000.00
From 2010 and 2011
Related Party Transaction [Line Items]
Amount due with regard to back salary	120,000
rereick Antonell
Related Party Transaction [Line Items]
Debt due for compensation		25,000
Christopher Lombardi
Related Party Transaction [Line Items]
Debt due for compensation		$ 25,000

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PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2012

PROPERTY AND EQUIPMENT

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective periods. Depreciation is computed over the estimated useful lives of the related asset (from 5 - 7 years) using the straight-line method for financial statement purposes.

The following is a summary of property and equipment at December 31, 2011 and June 30, 2012, 2012:

	June 30,  2012			December 31,  2011
Office furniture & equipment	$	-0-		$	26,270
Computer equipment		-0-			14,729
Leasehold improvements		-0-			2,469
Vehicles		143,000			81,009
Total equipment		143,000			124,477
Less accumulated depreciation		(8,499	)		(108,829	)
Net Property and Equipment	$	134,501		$	15,648

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CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2012	Dec. 31, 2011
CURRENT ASSETS
Cash-Includes $200,000 restricted cash for note payable	$ 205,108	$ 865
Accounts Receivable	265,171	57,979
Inventory	62,471
Total Current Assets	532,750	58,844
Property and Equipment-Net	134,501	15,648
Prepaid Expenses and Deposits	2,437	4,154
TOTAL ASSETS	669,688	78,646
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Accounts Payable and Accrued Expenses	172,801	55,487
Notes Payable	372,197	35,174
Deferred compensation		135,886
TOTAL LIABILITIES	544,998	226,547
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, 20,000,000 shares authorized, no shares issued
Additional paid-in capital	768,355	387,241
Accumulated deficit	(660,530)	(545,589)
Total Stockholders' Equity (Deficit)	124,690	(147,901)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	669,688	78,646
Common Class A
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, Class A,$.001 Par Value; 250,000,000 shares authorized16,865,177 and 111,672,160 issued and outstanding on June 30, 2012 and December 31, 2011 respectively	$ 16,865	$ 10,447

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Emperial Americas, Inc. was incorporated on October 5, 2007 in the state of Florida. Emperial Americas, Inc. was formerly named AAA Public Adjusting Group, Inc.

On March 12, 2012, the Corporation had the majority controlling interest of the issued and outstanding shares under Florida law purchased under an agreement with Emperial Americas, Inc. The purchase was made of 3,000,000 of the outstanding common shares of the Corporation, for a majority control by Emperial Americas purchasing 1,500,000 shares from Liane Hassan and 1,500,000 shares from Frederick Antonelli in a private share purchase agreement. The purchase was made for $200,000.

On March 15, 2012, the Board of Directors executed resolutions and such became effective through filing with the State of Florida whereby the name of the Corporation was changed to Emperial Americas, Inc. and the address of the Corporation was to be made at Emperial Americas, Inc. located at Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236.

On March 28, 2012 FINRA approved the name change of the Corporation, the new symbol of TEXX.

The Company has accounted for the transaction as a combination of entities under common control and accordingly, recorded the merger at historical cost. The consolidated, historical financial statements have been appropriately re-stated.

The operation’s of the Company is being a brand owner of self-developed and existing alcoholic beverages. It also imports, markets and sales the alcoholic beverages throughout its designated markets in the U.S. with a particular emphasis on Texas, Illinois and Florida. The company owns its brands or trademarks registrations with the United States Patent and Trademark Office (PTO) as a design and logo as the U.S. importer of the brands in its portfolio. Emperial Americas engages in the business of importing alcoholic beverages to distributors in the U.S. on a national basis. The company is federally licensed, maintaining the rights to both import and sell to distributors in 51 markets within the U.S. and globally except for Mexico.

Basis of Accounting

The books and records of the Company are maintained on the accrual basis of accounting which recognizes revenues when earned, regardless of when received and expenses when incurred, regardless of when paid, which is in accordance with generally accepted accounting principles.

Principles of Consolidation

The consolidated financial statements include the accounts of Emperial Americas, Inc.

Net loss per share

Net income per share is computed by dividing the net income/(loss) by the weighted average number of shares outstanding during the period. Net income per share, diluted, is not presented, as no potentially dilutive securities are outstanding.

Income Taxes

Income taxes are accounted for under the asset and liability method as stipulated by Accounting Standards Codification (“ASC”) 740 formerly Statement of Financial Accounting Standards (”SFAS”) No. 109, “ Accounting for Income Taxes ”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

Effective January 1, 2009, the Company adopted certain provisions under ASC Topic 740, Income Taxes, (“ASC 740”), which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. The Adoption of ASC 740 did not have an impact on the Company’s financial position and results of operations.

In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimate. As of December 31, 2010, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2006 through 2011.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 period. Actual results could differ from those estimates.

Cash and equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company recognizes revenues when accounts are delivered and billed for products ordered.

 Fair Value of Financial Instruments

The Company’s financial instruments include cash, accounts receivable, and accounts payable. Due to the short-term nature of these instruments, the fair value of these instruments approximates their recorded value.

Advertising & Marketing

Advertising and marketing costs, which are included in selling, general and administrative expenses, are expensed as costs are incurred.

Reclassifications

Certain prior years’ comparative figures have been reclassified to conform to the financial statement presentation adopted for this year.

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Summary of Property and Equipment (Detail) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property and equipment	$ 143,000	$ 124,477
Less accumulated depreciation	(8,499)	(108,829)
Net Property and Equipment	134,501	15,648
Office furniture & equipment
Property, Plant and Equipment [Line Items]
Property and equipment	0	26,270
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment	0	14,729
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment	0	2,469
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment	$ 143,000	$ 81,009

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Notes Payable - Additional Information (Detail) (USD $)	1 Months Ended
	Sep. 30, 2011	Apr. 10, 2012	Sep. 06, 2011
Debt Instrument [Line Items]
Amount due with regard to back salary		$ 240,000.00
Debt convertible into free trading shares, fixed sale price rate			$ 0.16
Percentage of discount for sale price			40.00%
Shares, per share	$ 0.096

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GOING CONCERN

6 Months Ended

Jun. 30, 2012

GOING CONCERN

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, the Company has cumulative losses since inception are $ 660,530. The Company has a working capital deficit at June 30, 2012 of $12,248. There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support its operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management states that they are confident that they can improve operations and raise the appropriate funds to grow their underlying business. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Restricted cash	$ 200,000	$ 200,000
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred Stock, shares issued
Common Class A
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, shares authorized	250,000,000	250,000,000
Common Stock, shares issued	16,865,177	111,672,160
Common Stock, shares outstanding	16,865,177	111,672,160

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NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2012

Notes Payable

	June 30, 2012		December 31, 2011
Notes payable to a financial institution in monthly installments of $ 517 including interest at 9.79% to Mature on February 1, 2012. This note is collateralized by an automobile	$	-0-	$	1,280
Notes payable to a financial institution in monthly installments of $ 740 including interest at 7.74% to mature on May 13, 2014. This note is collateralized by an automobile		-0-		26,430
Notes payable to a financial institution in monthly installments of $ 759 including interest at 6.10% to mature on May 1, 2013. This note is collateralized by an automobile (a)		-0-		7,464
Notes payable to Chief Executive Officer for salary accrued		244,000		-0-
Convertible notes payable for expenses prior to merger-various parties.		128,197		-0-
Total Notes Payable	$	372,197	$	35,174

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Trading Symbol	TEXX
Entity Registrant Name	EMPERIAL AMERICAS, INC.
Entity Central Index Key	0001424718
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	16,865,177

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INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2012

Reconciliation of Statutory Federal Income Tax Rate to Effective Income Tax Rate

For financial statement purposes for the period ending December 31, 2010 and 2009, the reported provision for income taxes differs from the amount computed by applying the statutory U.S. Federal income tax rate of 34% to the loss before income taxes as follows:

Federal income taxes at statutory rate	34	%
State tax rate, net of federal income tax	4
Offsetting Valuation Adjustment	(38	)
Effective income tax rate	0	%

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenue
Sales	$ 266,810	$ 169,225	$ 466,391	$ 300,418
Cost of Sales	118,555	115,512	267,037	195,860
Gross Profit	148,255	53,713	199,354	104,558
Operating Expenses
General and Administrative Expenses	272,821	134,606	314,295	336,144
Total Operating Expenses	272,821	134,606	314,295	336,144
Profit and Loss from Operations	(124,566)	(80,893)	(114,941)	(231,586)
Interest Expense		(22,018)		(23,418)
Net Operating Loss Before Income Taxes	(124,566)	(102,911)	(114,941)	(255,004)
Provision for Income Taxes
NET LOSS	$ (124,566)	$ (102,911)	$ (114,941)	$ (255,004)
NET INCOME (LOSS) PER COMMON SHARE, BASIC	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	42,845,446	105,454,980	80,069,499	104,357,623

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CAPITAL TRANSACTIONS

6 Months Ended

Jun. 30, 2012

CAPITAL TRANSACTIONS

NOTE 7 - CAPITAL TRANSACTIONS

On December 14, 2011 the Registrant had announced and stated in the December 14, 2011, Form 8-K that the Company had made a transaction with Queste Capital for the purchase of shares from existing shareholders. The material agreement between AAA and Queste called for a purchase of stock by Queste from AAA that would have resulted in Queste owning 95% of the issued and outstanding shares of common stock. All other material matters were set forth in the original 8-k filing of December 14, 2011.

The Company subsequently identified that there was a cancellation of such agreement with Queste Capital, and pursuant to the terms of the agreement. The parties subsequently mutually agreed that the agreement was void as of January 17, 2012. On March 2, 2012, the Company announced the cancellation of the agreement and that the shares of common stock which had been in the amount of 106,088,552 shares which were issued for such purchase would be returned from escrow with the escrow agent. On May 2, 2012, such shares were returned from the Escrow agent and were cancelled from the issued shares of the Company.

On March 12, 2012, the Corporation had the majority controlling interest of the issued and outstanding shares under Florida law purchased under an agreement with Emperial Americas, Inc. Emperial Americas, Inc. is a Florida Corporation, as set forth below. The purchase was made of 3,000,000 of the outstanding common shares of the Corporation, for a majority control by Emperial Americas purchasing 1,500,000 shares from Liane Hassan and 1,500,000 shares from Frederick Antonelli in a private share purchase agreement. The purchase was made for $200,000.

February 11, 2011, the Company filed an Amendment to the Articles of Incorporation, in particular Article 7, with the secretary of State of Florida, Division of Corporations. The Board of Directors, pursuant to Section 607.10025, approved a fifteen for one forward division (forward split) for the common stock for all shareholders of record as of February 18, 2011. Additionally and pursuant of Section 607.10025, the Board

of Directors adopted a resolution for the increase of the authorized common shares of the Corporation to be two hundred fifty million (250,000,000), made effective with the Secretary of State on February 11, 2011. Accordingly, all related common stock shares and per share amounts have been retroactively restated.

On September 6, 2011 Emperial Americas, Inc. (then a private company) entered into a Debt Agreement by and between Victory Partners, LLC. Such agreement was assumed by the Corporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $0.16 with a 40% discount for an issuance of $0.096 per shares. On April 11, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation.

Emperial Americas has been a Corporation domesticated in Florida. Emperial Americas, Inc. commenced operations in Houston, TX -December 2008. Previously, Emperial Americas existed under Emperial, LLC (July 2008). As a brand owner of self developed alcoholic beverages, it also imports, markets and sells beverages throughout its designated markets in the U.S. with a particular emphasis on Texas and Florida.. The company owns its brands or, has the exclusive rights and trademarks to act as the U.S. importer of the brands in its portfolio. Emperial Americas engages in the business of importing alcoholic beverages to distributors in the U.S. on a national basis. The company is federally licensed, maintaining the rights to both import and sell to distributors in 51 markets within the U.S. Emperial Americas description of its businesses and brands can be found on www.emperialamericas.com.

On March 9, 2012, Emperial Americas, Inc. entered into an Asset Purchase By and Between Frereick Antonelli and Christopher Lombardi As Purchaser and Emperial Americas, Inc. as Seller. The Purchasers assigned of all claims for the amount of debt owed from Emperial Americas, Inc. from each of them in the amount of $25,000 each, for the total amount of $50,000 in total as due from the Seller Corporation from debt due for compensation. Such amount of debt was due from the time period of October 1, 2011 and before. FCC was a wholly owned subsidiary of Emperial Americas, Inc.

On March 15, 2012, the Board of Directors executed resolutions and such became effective through filing with the State of Florida whereby the name of the Corporation was changed to Emperial Americas, Inc. and the address of the Corporation was to be made at Emperial Americas, Inc. located at Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236.

On March 15, 2012, the Board of Directors appointed Alonzo Pierce as Chief Executive Officer, President and Director of the Company. As well Mr. Bruce Klein was appointed to be Corporate Secretary, Chief Operating Officer and Director, Mr. Joel Contreras, was appointed to the Board of Directors, while Mr. Todd Waggoner was appointed Treasurer and Chief Financial Officer.

Mr. Christopher Lombardi, of Florida Claims Consultants, and as a remaining director would remain as an independent director to the Corporation.

On March 15, 2012, the Company accepted the resignation of Frederick Antonelli, as a director of the Corporation. Mr. Antonelli’s resignation was not due to any disagreement with the Company. His departure was in order to make the purchase of Florida Claims Consultants, and to the outside.

In the quarter ending June 30, 2012 the company issued 11,847,455 shares of restricted company stock for services rendered and debt.

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CONCENTRATION OF RISK

6 Months Ended

Jun. 30, 2012

CONCENTRATION OF RISK

NOTE 6 - CONCENTRATION OF RISK

The Company had funds in excess of the $ 250,000 Federal Deposit Insurance Corporation’s (FDIC) insured limits. The company has funds on deposit with a major bank and does not believe that there is a concentration of risk factor. There is no concentration of risk regarding accounts receivable, as any single receivable is not material and there are offsetting related payables.

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Lease Commitments - Additional Information (Detail) (USD $)	6 Months Ended
	Jun. 30, 2012
Leases Disclosure [Line Items]
Minimum annual rent	$ 2,500

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	1 Months Ended	6 Months Ended
	Mar. 31, 2012	Jun. 30, 2012
Significant Accounting Policies [Line Items]
Purchase of outstanding common shares	3,000,000	3,000,000
Purchase of outstanding common shares value	$ 200,000	$ 200,000
Number of market		51
Liane Hassan
Significant Accounting Policies [Line Items]
Purchase of outstanding common shares	1,500,000	1,500,000
Frederick Antonell
Significant Accounting Policies [Line Items]
Purchase of outstanding common shares	1,500,000	1,500,000
Maximum
Significant Accounting Policies [Line Items]
Cash equivalents, original maturity		3 months

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2012

Organization

Organization

Emperial Americas, Inc. was incorporated on October 5, 2007 in the state of Florida. Emperial Americas, Inc. was formerly named AAA Public Adjusting Group, Inc.

On March 12, 2012, the Corporation had the majority controlling interest of the issued and outstanding shares under Florida law purchased under an agreement with Emperial Americas, Inc. The purchase was made of 3,000,000 of the outstanding common shares of the Corporation, for a majority control by Emperial Americas purchasing 1,500,000 shares from Liane Hassan and 1,500,000 shares from Frederick Antonelli in a private share purchase agreement. The purchase was made for $200,000.

On March 15, 2012, the Board of Directors executed resolutions and such became effective through filing with the State of Florida whereby the name of the Corporation was changed to Emperial Americas, Inc. and the address of the Corporation was to be made at Emperial Americas, Inc. located at Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236.

On March 28, 2012 FINRA approved the name change of the Corporation, the new symbol of TEXX.

The Company has accounted for the transaction as a combination of entities under common control and accordingly, recorded the merger at historical cost. The consolidated, historical financial statements have been appropriately re-stated.

The operation’s of the Company is being a brand owner of self-developed and existing alcoholic beverages. It also imports, markets and sales the alcoholic beverages throughout its designated markets in the U.S. with a particular emphasis on Texas, Illinois and Florida. The company owns its brands or trademarks registrations with the United States Patent and Trademark Office (PTO) as a design and logo as the U.S. importer of the brands in its portfolio. Emperial Americas engages in the business of importing alcoholic beverages to distributors in the U.S. on a national basis. The company is federally licensed, maintaining the rights to both import and sell to distributors in 51 markets within the U.S. and globally except for Mexico.

Basis of Accounting

Basis of Accounting

The books and records of the Company are maintained on the accrual basis of accounting which recognizes revenues when earned, regardless of when received and expenses when incurred, regardless of when paid, which is in accordance with generally accepted accounting principles.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of Emperial Americas, Inc.

Net loss per share

Net loss per share

Net income per share is computed by dividing the net income/(loss) by the weighted average number of shares outstanding during the period. Net income per share, diluted, is not presented, as no potentially dilutive securities are outstanding.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method as stipulated by Accounting Standards Codification (“ASC”) 740 formerly Statement of Financial Accounting Standards (”SFAS”) No. 109, “ Accounting for Income Taxes ”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

Effective January 1, 2009, the Company adopted certain provisions under ASC Topic 740, Income Taxes, (“ASC 740”), which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. The Adoption of ASC 740 did not have an impact on the Company’s financial position and results of operations.

In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimate. As of December 31, 2010, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company’s tax returns are subject to examination by the federal and state tax authorities for the years ended 2006 through 2011.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 period. Actual results could differ from those estimates.

Cash and equivalents

Cash and equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

Revenue Recognition

The Company recognizes revenues when accounts are delivered and billed for products ordered.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments include cash, accounts receivable, and accounts payable. Due to the short-term nature of these instruments, the fair value of these instruments approximates their recorded value.

Advertising & Marketing

Advertising & Marketing

Advertising and marketing costs, which are included in selling, general and administrative expenses, are expensed as costs are incurred.

Reclassifications

Reclassifications

Certain prior years’ comparative figures have been reclassified to conform to the financial statement presentation adopted for this year.

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INCOME TAXES

6 Months Ended

Jun. 30, 2012

INCOME TAXES

NOTE 8 - INCOME TAXES

Prior to the merger in, the Company was taxed as a limited liability company. As such, income taxes and loss benefits were recognized individually by the limited liability members.

For financial statement purposes for the period ending December 31, 2010 and 2009, the reported provision for income taxes differs from the amount computed by applying the statutory U.S. Federal income tax rate of 34% to the loss before income taxes as follows:

Federal income taxes at statutory rate	34	%
State tax rate, net of federal income tax	4
Offsetting Valuation Adjustment	(38	)
Effective income tax rate	0	%

As of June 30, 2012, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $208,000 that may be offset against future taxable income through 2025. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. No tax asset has been reported in the financial statements, due to the uncertainty that there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2012

RELATED PARTY TRANSACTIONS

NOTE 9- RELATED PARTY TRANSACTIONS

On March 9, 2012, Emperial Americas, Inc. entered into an Asset Purchase By and Between Frereick Antonelli and Christopher Lombardi As Purchaser and Emperial Americas, Inc. as Seller. The Purchasers assigned of all claims for the amount of debt owed from Emperial Americas, Inc. from each of them in the amount of $25,000 each, for the total amount of $50,000 in total as due from the Seller Corporation from debt due for compensation. Such amount of debt was due from the time period of October 1, 2011 and before. FCC was a wholly owned subsidiary of Emperial Americas, Inc.

On April 10, 2012, and pursuant to an agreement with the its President and Chief Executive Officer Alonzo Pierce, it was agreed that the Corporation shall assume debt for his back salary of Emperial Americas, Inc. (the private company) in the amount of Two Hundred Forty Thousand Dollars and no/100 ($240,000.00), representing One Hundred Twenty Thousand Dollars and no/100 from 2010 and 2011. As per the terms of such agreement, the debt is to be paid in cash or restricted common stock by the Corporation to Pierce, at his sole discretion.

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PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Property and Equipment

The following is a summary of property and equipment at December 31, 2011 and June 30, 2012, 2012:

	June 30,  2012			December 31,  2011
Office furniture & equipment	$	-0-		$	26,270
Computer equipment		-0-			14,729
Leasehold improvements		-0-			2,469
Vehicles		143,000			81,009
Total equipment		143,000			124,477
Less accumulated depreciation		(8,499	)		(108,829	)
Net Property and Equipment	$	134,501		$	15,648

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Property and Equipment - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2012
Minimum
Property, Plant, and Equipment Disclosure [Line Items]
Property and equipment, estimated useful lives	5 years
Maximum
Property, Plant, and Equipment Disclosure [Line Items]
Property and equipment, estimated useful lives	7 years

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Notes Payable (Parenthetical) (Detail) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Notes Payable One
Debt Instrument [Line Items]
Notes Payable, monthly installment	$ 517	$ 517
Notes Payable, interest rate	9.79%	9.79%
Notes Payable, maturity date	Feb. 01, 2012	Feb. 01, 2012
Notes Payable Two
Debt Instrument [Line Items]
Notes Payable, monthly installment	740	740
Notes Payable, interest rate	7.74%	7.74%
Notes Payable, maturity date	May 13, 2014	May 13, 2014
Notes Payable Three
Debt Instrument [Line Items]
Notes Payable, monthly installment	$ 759	$ 759
Notes Payable, interest rate	6.10%	6.10%
Notes Payable, maturity date	May 01, 2013	May 01, 2013

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$ (114,941)	$ (255,004)
Adjustments to Reconcile Net (Loss) to Net Cash (used in) operating activities:
Depreciation	8,499	7,172
Beneficial interest expense for below market conversion for note payable		17,714
Stock issued for services	117,988	117,500
Changes in assets and liabilities
Accounts receivable	(207,192)	81
Prepaid expenses	1,717	(3,255)
Inventory	(62,471)
Accounts payable and accrued expenses	117,314	66,405
Net cash (used in) operating activities	(148,711)	(49,387)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITES
Repayment of notes payable		(6,317)
Deferred compensation converted to stock	135,886
Sale of Common Stock		28,500
Proceeds from loans and notes payable	216,772	35,000
Net cash provided by financing activities	352,658	57,183
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	203,947	7,796
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	865	4,174
CASH AND CASH EQUIVALENTS - END OF PERIOD	205,108	11,970
CASH PAID DURING THE PERIOD FOR:
Interest expense		$ 2,418

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NOTES PAYABLE

6 Months Ended

Jun. 30, 2012

NOTES PAYABLE

NOTE 5 – NOTES PAYABLE

On April 10, 2012 the Company agreed to assume certain debt to Emperial Americas Inc. (the private company) in the amount of $240,000.00 with regard to back salary due the Company’s CEO Alonzo Pierce. The agreement between the Company and Pierce allows Pierce to receive cash or restricted stock in consideration at the sole discretion of Pierce.

On September 6, 2011 Emperial Americas, Inc. (the private company) entered into a Debt Agreement by and between Victory Partners, LLC. Such agreement was assumed by the Corporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $0.16 with a 40% discount for an issuance of $0.096 per shares. On April 11, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation.

	June 30, 2012		December 31, 2011
Notes payable to a financial institution in monthly installments of $ 517 including interest at 9.79% to Mature on February 1, 2012. This note is collateralized by an automobile	$	-0-	$	1,280
Notes payable to a financial institution in monthly installments of $ 740 including interest at 7.74% to mature on May 13, 2014. This note is collateralized by an automobile		-0-		26,430
Notes payable to a financial institution in monthly installments of $ 759 including interest at 6.10% to mature on May 1, 2013. This note is collateralized by an automobile (a)		-0-		7,464
Notes payable to Chief Executive Officer for salary accrued		244,000		-0-
Convertible notes payable for expenses prior to merger-various parties.		128,197		-0-
Total Notes Payable	$	372,197	$	35,174

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Concentration of Risk - Additional Information (Detail) (USD $)	Jun. 30, 2012
Concentration Risk [Line Items]
Federal Deposit Insurance Corporation's (FDIC) insured limits	$ 250,000

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Going Concern - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended		57 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
Going Concern [Line Items]
Net loss	$ (124,566)	$ (102,911)	$ (114,941)	$ (255,004)	$ (660,530)
Working capital deficit	$ (12,248)		$ (12,248)		$ (12,248)