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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~June 3130, 2012

¨ 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.)

~~1926~~Sarasota ~~Hollywood~~Courthouse ~~Blvd.~~Center, 1990 Main Street, Suite ~~100~~150, ~~Hollywood 33020~~Sarasota, Florida 34236.

(Address of Principal Executive Offices) (Zip Code)

Issuer's telephone number: ~~954-894-0043~~

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 ~~March~~June 3130, 2012, there were ~~111~~16,~~672~~865,~~160~~177 shares of the issuer's common stock issued and outstanding. Affiliates of the issuer own 908,~~000~~667,~~000~~571 shares of the issuer's issued and outstanding common stock and the remaining 218,~~672~~197,~~160~~606 shares are held by non-affiliates. The aggregate market value of the shares held by non-affiliates at ~~March~~June 3130, 2012 was $225,~~321~~000.

DOCUMENTS INCORPORATED BY REFERENCE:

There are no documents incorporated by reference in this Annual Report ~~on Form 10-K, which are identified in Part III, Item 13~~.

(*) 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.

PART I

ITEM 1.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Cash Flows	F-4

Notes to Financial Statements	F-6

EMPERIAL AMERICAS, INC.

CONSOLIDATED BALANCE SHEETS

~~MARCH~~JUNE 3130, 2012 AND DECEMBER 31, 2011

	MARCH 31, 2012			DECEMBER 31, 2011
	June 30, 2012			December 31, 2011
Assets
	(Unaudited)
Current Assets
ASSETS
Cash and cash equivalents	$	8,186		$	865
CURRENT ASSETS
Accounts receivable – net		58,379			57,979
Cash-Includes $200,000 restricted cash for note payable		205,108			865
Prepaid expense		4,154			4,154
Accounts Receivable		265,171			57,979
Total current assets		70,719			62,998
Inventory		62,471			-
Property, plant, and equipment - net		16,249			15,648
Total Current Assets		532,750			58,844
Total Assets	$	86,968		$	78,646
Property and Equipment-Net		134,501			15,648
Liabilities and Stockholders' Equity
Prepaid Expenses and Deposits		2,437			4,154
Current Liabilities
TOTAL ASSETS	$	669,688		$	78,646
Notes payable vehicle - current portion	$	23,269		$	23,046
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Notes payable-		-			-
Accounts Payable and Accrued Expenses		172,801			55,487
Accounts payable and accrued liabilities		56,729			55,487
Notes Payable		372,197			35,174
Deferred Compensation		135,886			135,886
Deferred compensation		-			135,886
Accounts payable to insured		-			-
TOTAL LIABILITIES		544,998			226,547
Total current liabilities		215,884			214,419
STOCKHOLDERS' EQUITY (DEFICIT)
Long Term Liabilities
Preferred Stock, 20,000,000 shares authorized, no shares issued
Notes payable – vehicle -net of current		12,128			12,128
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
Total long term liabilities		12,128			12,128
Additional paid-in capital		768,355			387,241
Total Liabilities		228,012			226,547
Accumulated deficit		(660,530	)		(545,589	)
Stockholders' Equity
Total Stockholders' Equity (Deficit)		124,690			(147,901	)
Preferred Stock, 20,000,000 shares authorized, no shares issued		-			-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	669,688		$	78,646
C Common Stock, 250,000,000 shares authorized at $.0001 par, 111,672,160 shares issued and outstanding at March 31, 2012 and December 31, 2011		10,447			10,447
Additional paid in capital		388,741			388,741
Stock subscription receivable		(1,500	)		(1,500	)
Accumulated Deficit		(538,732	)		(545,589	)
Total Stockholders' equity		(141,044	)		(147,901	)
Total Liabilities and Stockholders' Equity	$	86,968		$	78,646

The accompanying notes are an integral part of the financial statements

F-2

EMPERIAL AMERICAS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2012			2011			2012			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

	2012		2011
Revenues (net)	$	199,581	$	131,193
Operating Expenses:
Commissions to adjusters		89,721		80,348
Consulting services - other		275		-
Payroll		-		127,195
Other general and administrative expenses		99,960		74,343
Total operating expenses		189,956		281,886
Profit (Loss) from operations		9,625		(150,693	)
Other income (expense)		-
Interest (expense)		-		(1,400	)
Net Income/(Loss) Before Income Taxes		9,625		(152,093	)
Provision for income tax		-		-
Net Income/(Loss)	$	9,625	$	(152,093	)
Net income (loss) per common share, basic	$	0.00	$	(0.00	)
Weighted average number of common shares outstanding		111,672,160		103,860,480

The accompanying notes are an integral part of the financial statements

F-3

EMPERIAL AMERICAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2012 ~~AND~~ AND 2011

	2012			2011
Cash Flows From Operating Activities:
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss)	$	9,625		$	(152,093	)
Continuing Operations:
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By (Used in) Operating Activities:
Net loss	$	(124,566	)	$	(255,004	)
Depreciation and amortization		(601	)		3,648
Adjustments to Reconcile Net (Loss) to Net Cash (used in) operating activities:
Gain on disposal of equipment		-			-
Depreciation		8,499			7,172
Stock issued for services		-			-
Beneficial interest expense for below market conversion for note payable		-			17,714
Change in operating assets and liabilities:
Stock issued for services		117,988			117,500
(Increase) Decrease in accounts receivable		(400	)		(688	)
Changes in assets and liabilities
(Increase) Decrease in prepaid expenses		-			862
Accounts receivable		(207,192	)		81
Increase in deferred compensation		-			35,509
Prepaid expenses		1,717			(3,255	)
Increase (Decrease) in accounts payable and accrued liabilities		1,242			103,825
Inventory		(62,471	)		-
Net Cash Provided (Used In) Operating Activities	$	9,866		$	(8,937	)
Accounts payable and accrued expenses		117,314			66,405
Cash Flows From Investing Activities:
Net cash (used in) operating activities		(148,711	)		(49,387	)
Purchase of equipment		(223	)		-
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Provided (Used) in Investing Activities		(223	)		-
Purchase of Fixed Assets		-			-
Cash Flows From Financing Activities:
Net cash provided by (used in) investing activities		-			-
Repayment of notes payable		-			(3,125	)
CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from loans		-			-
Repayment of notes payable					(6,317	)
Repayment of loans		-			-
Deferred compensation converted to stock		135,886
Proceeds from sale of common stock		-			28,500
Sale of Common Stock		-			28,500
Increase in related party notes		-			-
Proceeds from loans and notes payable		216,772			35,000
Net Cash Provided (Used) in Financing Activities		-			25,375
Net cash provided by financing activities		352,658			57,183
Net increase (decrease) in Cash and Cash Equivalents		9,643			16,438
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		203,947			7,796
Cash and Cash Equivalents at beginning of period		865			4,174
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		1,161			4,174
Cash and Cash Equivalents at end of period	$	8,186		$	20,612
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	205,108		$	11,970
Other Cash Flow Items:
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for:
CASH PAID DURING THE PERIOD FOR:
Income tax	$	-		$	-
Interest expense	$	-		$	2,418
Interest expense	$	-0-		$	1,404
Related party notes payable donated to capital	$	-		$	-

The accompanying notes are an integral part of the financial statements

F-4

EMPERIAL AMERICAS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM JANUARY 1, 2010 THROUGH MARCH 31, 2012

	Common Shares		Common Stock		Stock Subscription Receivable			Additional Paid in Capital		Accumulated Deficit			Total Equity
Balance at January 1, 2010		90,240,480	$	9,024	$	-		$	83,034	$	(70,561	)	$	21,497
Contributed capital, officer loans									25,000					25,000
Net income (loss) - 2010											(37,157	)		(37,157	)
Balance at December 31, 2010		90,240,480		9,024		-			108,034		(107,718	)		9,340
Common Stock issued for cash		11,250,000		1,126		(1,500	)		35,874		-			35,500
Common Stock issued for services		2,257,500		225					5,805					6,030
Net income (loss) - 2011											(185,229	)		(185,229	)
Balance at December 31, 2011		103,747,980	$	10,375	$	(1,500	)	$	149,713	$	(292,947	)	$	(134,359	)
Common Stock issued for cash		1,125,000		11					28,489		-			28,500
Common Stock issued for services		6,799,180		61					210,539					210,600
Net income (loss) - 2012											(252,641	)		(252,641	)
Balance at March 31, 2012		111,672,160	$	10, 447	$	(1,500	)	$	388,741	$	(538,732	)	$	(141,044	)

F-5

EMPERIAL AMERICAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2012

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

~~AAA~~Emperial ~~Public Adjusting Group~~Americas, Inc. was incorporated on October 05 5, 2007 in the state of Florida. ~~AAA~~Emperial ~~Public Adjusting Group~~Americas, Inc. was formerly ~~Florida~~named ~~Claims Consultants, LLC formed on March 3, 2004 in the state of Florida. On October 22, 2007,~~ AAA Public Adjusting Group, Inc consummated an agreement with Florida Claims Consultants, LLC, pursuant to which Florida Claims Consultants, LLC, exchanged all of its Members’ interest for 4,000,000 shares of common stock of AAA Public Adjusting Group, Inc. 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~~On ~~operation’s~~March of12, 2012, the ~~Company~~Corporation ishad tothe ~~facilitate~~majority ~~insurance~~controlling ~~claims~~interest byof ~~insured~~the ~~parties~~issued byand ~~representation~~outstanding onshares ~~their~~under ~~behalf~~Florida law purchased under an agreement with Emperial Americas, Inc. The purchase was made of 3,000,000 of the ~~insurance~~outstanding ~~companies~~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 1215, 2012, the ~~Corporation~~Board ~~had~~of ~~the~~Directors ~~majority~~executed ~~controlling~~resolutions ~~interest~~and ofsuch ~~the~~became ~~issued~~effective ~~and~~through ~~outstanding~~filing ~~shares~~with ~~under~~the ~~Florida~~State ~~law~~of ~~purchased~~Florida ~~under~~whereby anthe ~~agreement~~name ~~with~~of ~~Emperial~~the ~~Americas,~~Corporation ~~Inc.~~was ~~and~~changed ~~Victory Partners,~~to ~~LLC.~~ Emperial Americas, Inc. isand ~~a Florida Corporation, as set forth below. The purchase was made of 3,000,000 of~~ the ~~outstanding~~ ~~common~~address ~~shares~~ of the Corporation, ~~for~~was ato ~~majority~~be ~~control~~made byat ~~Victory~~Emperial ~~Partners~~Americas, ~~purchasing~~Inc. ~~1,500,000~~located ~~shares~~at ~~from~~Sarasota ~~Liane~~Courthouse Center, ~~Hassan~~1990 ~~and~~Main 1Street,~~500,000~~ ~~shares~~Suite ~~from~~150, ~~Frederick Antonelli in a private share purchase agreement. The purchase was made for $200~~Sarasota,~~000 by~~ ~~Victory~~Florida ~~Partners~~34236.

On March 1528, 2012, ~~the~~FINRA ~~Board~~approved ~~of Directors executed resolutions and such became effective through filing with~~ the ~~State of Florida whereby the~~ name ofchange ~~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. The Corporation has begun~~ the ~~name~~new ~~change~~symbol ~~formulation~~ of ~~corporate action with FINRA, as well as the change of CUSIP and symbol change~~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 ~~AAA~~Emperial ~~Public Adjusting Group~~Americas, Inc. ~~and its wholly owned subsidiary Florida Claims Consultants, LLC. All inter-company transactions and balances have been eliminated in the consolidated financial statements.~~

F-5

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~~ potentially dilutive securities are outstanding.

F-6

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.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

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.

F-6

Revenue Recognition

The Company recognizes revenues when ~~fees~~accounts ~~due to the company~~ are ~~reasonably assured to be collected from our client (the insured) or by the insured’s insurance carrier~~ delivered and ~~not~~billed ~~before. Collectability~~for isproducts ~~not ensured until receipt of our fee~~ordered.

F-7

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. ~~Advertising expenses for the years ended December 31, 2010 and 2009 were $ 11,815 and $ 21,474 respectively.~~

Reclassifications

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

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, the Company has cumulative losses since inception are $ ~~538~~660,~~732~~530. The Company has a working capital deficit at ~~December~~June 3130, ~~2011~~2012 of $~~145~~12,~~165~~248. ~~There~~ There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support its operations. ~~This~~ This raises substantial doubt about the Company’s ability to continue as a going concern. Management states that they are ~~confident~~ confident that they can improve operations and raise the appropriate funds to grow their underlying business. The financial statements do do not include any adjustments that might result from the outcome of these uncertainties.

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 March 31, 2012:~~F-7

	March 31, 2012			December 31, 2011
Office furniture & equipment	$	26,270		$	26,270
Computer equipment		14,729			14,729
Leasehold improvements		2,469			2,469
Vehicles		81,009			81,009
Total equipment		124,477			124,477
Less accumulated depreciation		(108,228	)		(108,829	)
Net Property and Equipment	$	16,249		$	15,648

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

F-8

	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

NOTE 4 - LEASE COMMITMENTS

The Company leases its ~~new~~offices ~~office~~ in ~~Hollywood~~Sarasota, Florida ~~facility~~ under a lease ~~commencing~~on ~~from~~a ~~May~~month 1,to ~~2011~~month ~~through~~basis ~~April 30, 2012~~ at a minimum annual rent of $ 122,~~720~~500 (payable monthly) inclusive of related sale taxes and utilities. ~~The Company terminated the lease at its old Location on April 29, 2010.~~

~~The~~NOTE ~~Company~~5 ~~had~~– ~~leased~~NOTES ~~for~~PAYABLE $ 1,000 a month, an apartment and storage facility from an officer and a major stockholder of the company under a lease commencing January 01, 2009 through December 31, 20100 This lease was cancelled on July 1, 2009 with no future rents or penalties were due.

~~Storage~~On ~~leases~~April ~~are~~10, on2012 athe ~~month~~Company byagreed ~~month~~to ~~basis~~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.

~~Rent~~On ~~expense~~September ~~for~~6, 2011 Emperial Americas, Inc. (the ~~years~~private ~~ended~~company) entered ~~December~~into ~~31,~~a ~~2010~~Debt Agreement by and ~~2009~~ between Victory Partners, LLC. Such agreement was $assumed 14by the Corporation on March 9,~~932~~ ~~and~~2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $0.16 34with a 40% discount for an issuance of $0.096 per shares. On April 11,~~206~~ ~~respectively~~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.

NOTE 5 – NOTES PAYABLE-Vehicles

	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

~~Notes payable consists of:~~F-8

	March 31, 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		26,034		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)		7,363		7,464
Total Notes Payable	$	35,397	$	35,174

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.

F-9

NOTE 7 - CAPITAL TRANSACTIONS

In the year ending December 31, 2010, the company sold 11,250,000 shares of restricted company stock for $35,500 cash and a stock subscription receivable of $1,500. During the year ending December 31, 2010, the company issued 2,275,000 shares of restricted company stock for services values of $6,030.

A $25,000 unsecured promissory note, bearing interest at 12% and due on or before June 1, 2009 was contributed to capital, by the president of the company, during the quarter ending March 31, 2009.

NOTE 8 - INCOME TAXES

Prior to the merger in October, 2007, 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 December 31, 2010, 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.

NOTE 9- RELATED PARTY TRANSACTIONS

For the year ending December 31, 2010, a director and officer of the company, had received $100,000 in compensation, which was deferred.

On March 25, 2011, the company executed a master convertible note agreement, effective April 1, 2011.

This agreement allows for interest at 5%, no specific maturity date and for the conversion of debt into shares of common stock at a 25% discounted price of the 5 day average closing bid price prior to the day of execution.

Effective April 1, 2011, the nature of this $100,000 deferred compensation liability, was changed to this master convertible note payable.

F-10

Concurrent with this liability conversion, an independent firm purchased $28,500 of this note from the officer/director. The AAA Public Adjusting Group agreed for this $28,500 component, that the conversion rights of this note would be retained, the maturity of the note was established at 1 year from April 1, 2011, and the interest rate was adjusted to 8%. The $28,500 proceeds of this note sale were loaned by the officer/director to the company, at no interest and no specific maturity date.

NOTE 10 - NEW ACCOUNTING PRONOUNCEMENTS

A.ACCOUNTING STANDARDS CODIFICATION

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 105-10 in June 2009, to be effective September 15, 2009. This establishes the ASC codification as the single source of authoritative nongovernmental Generally Accepted Accounting Principles (GAAP). All existing accounting standards are superseded as described in FASB Accounting Standards Codification (SFAS) No. 168, aside from those issued by the SEC. All other accounting literature not included in the Codification is non-authoritative. Adoption of this Codification as of September 30, 2009, which is reflected in our disclosures and references to accounting standards, had no change to our financial position or results of operations.

B REVENUE RECOGNITION

The Financial Accounting Standard Board (FASB) in October 2009 issued Account Standards Update (ASU) 2009-13 Revenue Recognition (Topic 605). This update provides guidance for revenue recognition consideration in multiple-deliverable contractual arrangements. The update requires that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. This update will be effective after June 15, 2010, and early adoption is permitted.

The Company has implemented this update effective for the years beginning January 1, 2010 and does not believe that it would have a material impact on the financial statement for the year ending December 31, 2010

C STOCKHOLDER DISTRIBUTION

In January 2010 FASB issued ASU “Equity” (Topic 505), accounting for distributions to shareholders with components of stock and cash. This amendment affects entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders with a potential limitation in the total amount of cash that all shareholders can elect to receive in the aggregate. The Company does believe that implementation of this FASB would have a material effect on the financial statements.

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.

F-11

NOTE 11 SUBSEQUENT EVENTS

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. ~~and Victory Partners, LLC.~~ 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 ~~Victory~~Emperial ~~Partners~~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 ~~by Victory Partners~~.

~~The~~February ~~Agreement~~11, ~~with~~2011, ~~Victory~~the ~~Partners~~Company ~~created~~filed aan ~~acquisition~~Amendment ~~of assets~~to ~~being~~ the ~~controlling~~Articles of ~~shares above~~Incorporation, ~~and~~in ~~additional~~particular ~~shares~~Article ~~held~~7, ~~by other parties. The exchange~~ with ~~Victory~~the ~~Partners~~secretary ~~for such~~of ~~shares~~State ~~with~~of ~~Emperial~~Florida, ~~Americas~~Division ~~created~~of aCorporations. ~~direct~~The ~~exchange~~Board of ~~shares~~Directors, pursuant ~~for debt~~ to ~~Victory~~Section ~~Partners~~607.10025, ~~which~~approved ~~makes~~a ~~such~~fifteen ~~matters~~for ~~an acquisition~~one offorward ~~AAA~~division ~~Public~~(forward ~~Adjusting~~split) ~~Group~~for as the ~~surviving~~common ~~public~~stock ~~company.~~for ~~Further~~all ~~disclosure~~shareholders of onrecord ~~the~~as ~~description~~ of ~~the~~February ~~assets shall~~18, be2011. ~~made~~Additionally ~~in an additional 8-k filing to include audited financials~~ and ~~pro-forma~~pursuant of ~~Emperial~~Section ~~Americas~~607. ~~Emperial Americas operations and corporate financial matters will mean that it is not a shell company~~10025, ~~as those terms are defined in Rule 12b-2 under~~ the ~~Exchange Act (17 CFR 240.12b-2).~~Board

~~Emperial~~of ~~Americas~~Directors ~~has~~adopted ~~been~~ a ~~Corporation~~resolution ~~domesticated~~for inthe ~~Florida. Emperial~~increase ~~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~~authorized ~~rights~~common ~~and~~shares ~~trademarks to act as the U.S. importer~~ of the ~~brands~~Corporation ~~in its portfolio. Emperial Americas engages in the business of importing alcoholic beverages~~ to ~~distributors~~be intwo ~~the~~hundred ~~U.S.~~fifty onmillion ~~a national basis. The company is federally licensed~~(250,000,000), ~~maintaining~~made ~~the rights~~effective towith ~~both import and sell to distributors in 51 markets within~~ the ~~U.S.~~Secretary ~~Emperial Americas description~~ of ~~its~~State ~~businesses and brands can be found~~ on ~~www.emperialamericas.com~~February 11, ~~and http://www~~2011.~~tequiladistinguido.com.~~ ~~The~~Accordingly, ~~brands~~all ~~purchased~~related ~~have~~common ~~valuations~~stock ~~which will~~shares beand ~~released~~per inshare ~~the~~amounts ~~near~~have ~~future~~been ~~and~~retroactively ~~under separate reporting~~restated.

~~The~~On ~~existing~~September ~~subsidiary~~6, of2011 ~~Florida~~Emperial ~~Claims~~Americas, ~~Consultants~~Inc. ~~will~~(then bea private ~~sold~~company) toentered into a ~~third~~Debt ~~party~~Agreement by and ~~will~~between beVictory ~~announced~~Partners, ~~accordingly~~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.

OnEmperial ~~March~~Americas 15has been a Corporation domesticated in Florida. Emperial Americas, ~~2012~~Inc. commenced operations in Houston, ~~the~~TX ~~Board~~-December of2008. ~~Directors~~Previously, ~~executed~~Emperial ~~resolutions and~~Americas ~~such~~existed ~~became~~under ~~effective~~Emperial, LLC ~~through~~(July ~~filing~~2008). ~~with~~As ~~the~~a ~~State~~brand owner of ~~Florida~~self ~~whereby~~developed ~~the~~alcoholic ~~name~~beverages, ofit ~~the~~also ~~Corporation~~imports, ~~was~~markets ~~changed~~and tosells ~~Emperial~~beverages throughout ~~Americas,~~its ~~Inc~~designated markets in the U.S. with a particular emphasis on Texas and ~~the~~Florida.. ~~address~~The ofcompany owns its brands or, has the ~~Corporation~~exclusive rights ~~was~~and trademarks to beact ~~made~~as atthe ~~Emperial~~U.S. ~~Americas,~~importer ~~Inc~~of the brands in its portfolio. ~~located~~Emperial atAmericas ~~Sarasota~~engages ~~Courthouse~~in ~~Center,~~the business of ~~1990~~importing ~~Main~~alcoholic ~~Street,~~beverages ~~Suite~~to ~~150,~~distributors ~~Sarasota,~~in ~~Florida~~the ~~34236~~U.S. on a national basis. The ~~Corporation~~company ~~has~~is ~~begun~~federally licensed, maintaining the ~~name~~rights ~~change~~to ~~formulation~~both ofimport ~~corporate~~and ~~action with~~sell ~~FINRA,~~to asdistributors ~~well~~in as51 markets within the ~~change~~U.S. Emperial Americas description of ~~CUSIP~~its businesses and ~~symbol~~brands ~~change~~can be found on www.emperialamericas.com.

F-129

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.

~~F-13~~In the quarter ending June 30, 2012 the company issued 11,847,455 shares of restricted company stock for services rendered and debt.

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.

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.

F-10

NOTE 9- RELATED PARTY TRANSACTIONS

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.

F-11

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

Overview

The following discussion should be read in conjunction with the Company's unaudited financial statements and notes thereto. In connection therewith, and because the Company desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on the Company's behalf. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.

GENERAL

AAA Public Adjusting Group, Inc was incorporated on October 05, 2007 in the state of Florida. AAA Public Adjusting Group, Inc was formerly Florida Claims Consultants, LLC formed on March 3, 2004 in the state of Florida. On October 22, 2007, AAA Public Adjusting Group, Inc consummated an agreement with Florida Claims Consultants, LLC, pursuant to which Florida Claims Consultants, LLC, exchanged all of its Members’ interest for 4,000,000 shares of common stock of AAA Public Adjusting Group, Inc. 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 ~~Agreement~~operation’s ~~with~~of ~~Victory~~the ~~Partners~~Company ~~created~~is being a ~~acquisition~~brand ofowner ~~assets~~of ~~being~~self-developed ~~the~~and ~~controlling~~existing ~~shares~~alcoholic ~~above,~~beverages. ~~and~~It ~~additional~~also ~~shares~~imports, ~~held~~markets byand ~~other~~sales ~~parties.~~the ~~The~~alcoholic beverages ~~exchange~~throughout ~~with~~its ~~Victory~~designated ~~Partners~~markets ~~for such~~in ~~shares~~the U.S. with ~~Emperial~~a ~~Americas~~particular ~~created~~emphasis aon ~~direct~~Texas, ~~exchange~~Illinois ofand ~~shares~~Florida. ~~for~~The ~~debt~~company owns toits ~~Victory~~brands ~~Partners~~or ~~which~~trademarks ~~makes~~registrations ~~such~~with ~~matters~~the ~~an acquisition~~United ofStates ~~AAA~~Patent ~~Public~~and ~~Adjusting~~Trademark ~~Group~~Office (PTO) as ~~the~~a ~~surviving~~design ~~public~~and ~~company.~~logo ~~Further~~as ~~disclosure on~~ the U.S. ~~description~~importer of the ~~assets shall~~brands ~~be made~~ in anits ~~additional~~portfolio. ~~8-k~~Emperial ~~filing~~Americas toengages ~~include~~in ~~audited~~the ~~financials~~business ~~and pro-forma~~ of ~~Emperial~~importing ~~Americas.~~alcoholic ~~Emperial~~beverages ~~Americas~~to ~~operations~~distributors ~~and~~in ~~corporate~~the ~~financial~~U.S. ~~matters~~on ~~will~~a ~~mean~~national ~~that~~basis. itThe company is ~~not~~federally alicensed, ~~shell~~maintaining ~~company,~~the asrights ~~those~~to ~~terms~~both ~~are~~import ~~defined~~and sell to distributors in ~~Rule~~51 ~~12b-2~~markets ~~under~~within the ~~Exchange Act~~U.S. ~~(17~~and ~~CFR~~globally ~~240~~except for Mexico.~~12b-2).~~

~~The~~Emperial ~~operation~~Americas, Inc. has an agreement in principle and exclusive rights with the Contreras family, owners of the land and distillery where the award winning Tequila Distinguido line extensions are produced. Emperial Americas has been designate as the exclusive importer into the United States for CIA Distilladora De Acatlan S.A. the distillery in Jalisco, Mexico where all of the world’s oftequila is produced. The distribution agreement between the ~~Company~~distillery and the company runs until May 31, 2016, and is torenewable ~~facilitate~~for ~~insurance~~successive five year renewal terms unless ~~claims~~either byparty ~~insured~~gives ~~parties~~the byother ~~representation~~party on60 ~~their~~days ~~behalf~~written ~~with~~notice of non renewal. Emperial Americas is the ~~insurance~~only ~~companies~~company permitted to import or sell spirit bearing the trade name Tequila Distinguido.

The Company intends to concentrate initially on building a significant market share for the Tequila Distinguido, including Silver, Reposado and Añejo varieties, the latter being the highest premium, aged tequila. The Company holds the exclusive right to import and market tequila bearing the label “Tequila Distinguido,” for which it has obtained the approval of such label by the U.S. Alcohol and Tobacco Tax and Trade Bureau, which assures that it has the exclusive right to import and sell tequila in the United States under the trade name Tequila Distinguido. In addition, it has acquired from the Distiller in perpetuity the registration of such label with the United States Patent and Trademark Office as a design trademark and logo. Once the Company has established a foothold in the spirits industry for tequila, it plans to supply, produce (primarily through contracts with independent contractors called co-packers) and market other alcoholic beverages. The Company believes that in this way it will be able to operate with modest overhead and minimize the need to invest heavily in fixed assets.

The U.S. alcoholic beverage industry is a stable, highly regulated three-tier system of suppliers (producers and importers), distributors and retailers. The past decade has been marked by brand consolidation at the supplier level. Concurrently, the number of distributors (second tier) has experienced consolidation resulting in only two or three distributors per geographical market. Such consolidation of suppliers and distributors has occurred against a backdrop of dramatic changes in consumer consumption patterns reflecting shifting demographics, creating consumer demand for a diversity of products. Products in the United States alcoholic beverage industry consist of three distinct segments: distilled spirits, beer and wine. Distilled spirits consist of three primary categories: white goods, whiskey and specialties. White goods, representing 33% of alcoholic beverage sales in the United States, consists of some tequila, vodka, rum and gin, but aged tequila (Añejo) is considered to be in the same category as whiskey (brown goods). Vodka is the largest product within the distilled spirits industry. Tequila is the second largest product within the distilled spirits industry and is the fastest growing distilled spirit. According to the 2010 Report of Discus (the Distilled Spirits Council of the United States), the distilled spirits industry chartered its ninth consecutive year of growth in 2008 despite a slowing economy, with sales increasing 2.8%, totaling $18.7 billion, and volume rising 1.6%. While the segment’s growth slowed considerably from 2007’s 5.6% revenue gain, the distilled spirits industry has proven its resilience in the face of challenging economic times.

The alcoholic beverage industry is highly competitive, being dominated by giant corporations like Diageo, Pernod Ricard, Bacardi and Brown-Foreman, and the many effective marketing divisions thereof, as well as many small competitors, both foreign and U.S. based, with long operating histories in the alcoholic beverage business. Most of these competitors, including national and regional beverage producers and “private label” suppliers, are well-established, possess substantially greater financial resources than the Company and have substantially longer operating histories. Some of the larger competitors, which have undergone significant world-wide consolidation, are: Diageo, Pernod Ricard, Brown-Forman, Allied Domecq and Bacardi & Company, Ltd. Moreover, many of such competitors have achieved significant national, regional and local brand name and product recognition and engage in extensive advertising and promotional programs, both generally and in response to efforts of additional competitors to enter new markets or introduce new products. The Company believes however, that it is difficult and costly for large companies to create new brands, leaving opportunities for smaller companies to develop high-quality, high-margin brands.

The manufacture, sale, marketing and labeling of alcoholic beverages are highly regulated by the U.S. Bureau of Alcohol, Tobacco and Firearms ("BATF"), the U.S. Alcohol and Tobacco Tax and Trade Bureau (“TTB”), the U.S. Food and Drug Administration ("FDA") and various other federal, state and local regulatory agencies. The FDA and TTB also regulate labeling of the Company’s product, Tequila DistinguidoTM. Alcoholic beverages are also subject to excise and sales taxes which can impact the profitability and volume of the products sold in the market. In addition to its own compliance with applicable regulations, the Company intends to require that all its suppliers, sales agents and co-packing agents provide proof of such compliance. The Company also will require that its suppliers specify the Company as a named insured on all their product liability policies. We are not aware of any regulatory notifications or actions pending, threatened or currently outstanding against the Company or others which would affect the success of the Company’s business plan.

Tequila is produced by distilling the fermented juices of the blue agave plant (a member of the lily family) with fresh spring water. After eight to ten years of growing, the agave plant is ready to be used in the production of tequila. The large bulbous plants are quartered and slowly baked in the steam ovens until all starches are converted to sugars. This product is crushed in order to extract the plant’s sweet juices that are then fermented. The Company has entered into a Distribution Agreement with CIA Distilladora De Acatlan S.A. (the “Distinguido Distiller”), the distillery in Jalisco, Mexico, to prepare, bottle and package Tequila Distinguido, which distillery furnishes all materials, including the tequila, and glass, labels, caps and packaging, used in the preparation, bottling and packaging of Tequila Distinguido. For every run of product, the Distinguido Distillery undertakes extensive on-line testing of product quality and packaging, taste and product integrity, and other matters to meet regulatory requirements. The Company regularly reviews such quality control test results to assure that its products satisfy the highest industry standards. In the event that the Agreement with the Distinguido Distiller should be terminated, the Company believes it could replace such distillery with another distillery of comparable quality in approximately 90 days, and could also readily arrange for alternate sources of raw materials, for which there are multiple suppliers available. However, in any such case, the Company’s business would be disrupted pending commencement of production by a replacement distillery.

Since mid-2010, the Company has been designated as the exclusive importer into the United States for CIA Distilladora De Acatlan S.A. (the “Distillery”), the distillery in Jalisco, Mexico, where Tequila Distinguido is produced and distilled. The current Distribution Agreement between the Distillery and the Company runs until May 31, 2016, and is renewable for successive five-year renewal terms unless either party gives the other party 60-days prior written notice of non- renewal. However, the Company is the only company permitted to import or sell spirits bearing the trade name “Tequila Distinguido,” and in the event that the relationship between the Company and the Distillery were to end for any reason, the Company believes that it would be able to contract with an alternative source of such product with only a few months lost. The Company is licensed by the TTB to import alcoholic beverages from Mexico into the United States. In addition, the Company has the right, vis-a-vis the Distillery, to distribute and sell Tequila Distinguido anywhere outside the United States other than Mexico.

Prior to designating the Company as the exclusive importer of Tequila Distinguido into the United States, the Distillery sold Tequila Distinguido in the United States primarily to liquor stores, bars and restaurants, and also to national and regional chain stores, such as Landry’s, Spec’s, Bevmo and ABC Liquor. The Company intends to build on such business base, while adopting a more flexible pricing policy making Tequila Distinguido competitive with comparable premium tequila brands while providing a higher quality product. The Company’s business plan contemplates expanding distribution throughout Texas and other southern states and the East and West coast regions of the United States. In so doing, the Company plans to create technology-based marketing applications for its product at on-premise and off-premise locations, utilizing point-of-sale techniques such as distributing cocktail recipes to retail purchasers, and advertising in lifestyle magazines.

The Company is licensed to sell to distributors, and currently distributes the Tequila Distinguido brand through a network of independent and national distributors of alcohol beverage Tequila DistinguidoTM, including Glazers Distributing, Republic National, Mexcor Distributing, Empire Distributing, Imperial Beverage Group and LCBO Canada covering Texas, Illinois, Florida, Mississippi, Louisiana and Georgia, and intends to expand its distribution network to substantially all of the United States. Virtually all the current distributors are known to the Company’s team leader Alonzo Pierce from prior business dealings with them in the alcoholic beverage industry. The Company expects to expand the number of independent distributors in certain existing markets and new markets, when the Company has sufficient funds to maintain a larger successful marketing campaign. The Company also holds a direct importer's distribution license allowing it to import and sell spirits directly to independent retailers, with which it will have the benefit of direct relationships. In addition, the Company will seek to enter into agreements with a national network of broker representatives.

The Company owns the registration of the label “Tequila DistinguidoTM” with the United States Patent and Trademark Office (“PTO”) as a design trademark and logo.

RESULTS OF OPERATIONS

REVENUES. During fiscal three and six months ended ~~March~~June 3130, ~~2011 and~~ 2012, we had revenues of $~~199~~266,~~501~~810 and $~~131~~466,~~193~~391 in expenses $169,225 and 195,860 respectively. WeIncrease ~~experienced~~is a ~~increase~~billings inrelated ~~revenue due~~ to the ~~number~~tequila ofshipments ~~claims~~in ~~being settled~~the current quarter.

1OPERATING EXPENSES. Our operating expenses consist primarily of payroll, professional and consulting services, advertising and marketing, expenses for executive and administrative personnel and insurance, telephone and communications, facilities expenses, travel and related expenses, and other general corporate expenses. Our operating expenses for three and six months ended June 30, 2012 were $272,821 and $314,295 as compared to $134,606 and $336,144 prior year comparable results. Difference is a result of increased expense as relates to the new line of business for the company.

~~OPERATING~~NET ~~EXPENSES~~LOSS/NET PROFIT. ~~Our~~We ~~operating~~had ~~expenses~~a ~~consist~~net ~~primarily~~ loss of ~~payroll and related taxes~~$124,566 ~~professional~~ and ~~consulting services~~$114, ~~expenses~~ 941 for ~~executive~~the ~~and~~three ~~administrative personnel~~ and ~~insurance, telephone~~six ~~and~~months ~~communications,~~ended ~~facilities~~June ~~expenses~~30, ~~travel and related expenses, and other general corporate expenses. Our operating expenses for fiscal~~ 2012 ~~were~~as ~~$189,956~~ compared to ~~2011 operating expenses of~~ $~~281~~102,~~886~~911 aand ~~decrease of~~ $91255,~~930~~004 ~~related~~for ~~mainly~~the ~~to a~~comparable ~~decrease~~periods in ~~general~~2011. ~~and~~Change in ~~administrative~~losses ~~expense~~is ~~due to~~ a ~~decrease~~result of ~~payroll~~the above items listed.

~~NET~~No ~~LOSS.~~trends Wehave ~~had~~been aidentified ~~net~~which ~~loss of ($252,641) in fiscal year 2011~~would ~~compared~~materially ~~to a net loss of ($185,229) in fiscal 2010. The~~ increase inor ~~net loss is primarily attributable to the~~ decrease inour ~~revenues partially~~results ~~offset~~of byoperations ~~reduced~~or ~~operating expenses as discussed above.~~liquidity

No trends have been identified which would materially increase or decrease our results of operations or liquidity.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

Forward-Looking Statements

This Form 10-Q includes ~~Aforward~~A forward-looking statements @ within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company’s business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

ITEM 4T4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

~~None~~The Company sold $25,000 of 144 stock to a private investor at a sale price of $.75 per share

ITEM 3.

DEFAULTS IN SENIOR SECURITIES

None

ITEM 4.

MINE SAFETY

NONE

ITEM 5.

OTHER INFORMATION

NONE

ITEM 6. EXHIBITS

Exhibit 31.1	Certification of the Principal Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1	Certification of the Principal Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

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 MAY 16, 2012
		Dated AUGUST 23, 2012

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