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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-QSB

[X] 
 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
**FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006    
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 333-123087

AMECS INC.(Exact name of registrant as specified in its charter)

**NEVADA**N/A
(State of other jurisdiction of incorporation or organization) 
(IRS Employer Identification Number)
**1 Yonge StreetSuite 1801**Toronto, Ontario****Canada   M5E 1W7**(Address of principal executive offices)
**(416) 879-4337(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No [   ]

The Registrant is a Shell company. [   ]

As of May 11, 2006, the Company had 6,077,650 shares of common stock outstanding.

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** 

PART I.   FINANCIAL INFORMATION****ITEM 1.     INTERIM FINANCIAL STATEMENTS**
Amecs Inc.(A Development Stage Company)March 31, 2006

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

 

 

 

 

 

 

 

 

 

 

 

-2-

Index

Amecs Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. dollars)
(unaudited interim financial statements)     
March 31,
December 31, 
2006
2005 
$
$ 
(unaudited)
(audited)   
ASSETS  
Current Assets   
Cash
51,858
95,259 
Prepaid expense
29
29
Total Assets
51,887
95,288   
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  
Current Liabilities   
Accrued liabilities (Note 3)
1,670
5,758 
Due to a related party (Note 4(a))
216
33,225
Total Liabilities
1,886
38,983
Commitments and Contingencies (Note 1)     
Stockholders' Equity (Deficit)   
Common Stock, 100,000,000 common shares authorized with a par   
value of $0.00001, 6,077,650 common shares issued and outstanding
60
60 
Additional paid-in capital
99,207
99,207 
Donated Capital (Note 4(b))
15,000
12,000 
Deficit Accumulated During the Development Stage
(64,266)
(54,962)
Total Stockholders' Equity (Deficit)
50,001
56,305
Total Liabilities and Stockholders' Equity (Deficit)
51,887
95,288
F-1

(The accompanying notes are an integral part of these financial statements)

 

-3-

Index

Amecs Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. dollars)
(unaudited interim financial statements)      
For the three
For the three
Accumulated From 
months ended
months ended
December 28, 2004 
March 31,
March 31,
 (Date of Inception) to 
2006
2005
March 31,2006 
$
$
$    
Revenue
-
-
-    
Expenses    
Consulting fees
2,500
-
2,500 
Donated services (Note 4(b))
3,000
3,000
15,000 
General and administrative
1,252
181
4,743 
Professional fees
2,552
10,840
42,023 
9,304
14,021
64,266
Net Loss for the Period
(9,304)
(14,021)
(64,266)    
Net Loss Per Share - Basic and Diluted
-
-     
Weighted Average Shares Outstanding
6,007,650
5,000,000 

 

 

 

 

 

F-2

(The accompanying notes are an integral part of these financial statements)

 

-4-

Index

Amecs Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited interim financial statements)    
For the three
For the three 
months ended
months ended 
March 31,
March 31, 
2006
2005 
$
$ 
(unaudited)
(unaudited)   
Cash Flows to Operating Activities  
Net loss for the period
(9,304)
(14,021)
Adjustments to reconcile net los to net cash used in operations   
Donated services
3,000
3,000
Change in operating assets and liabilities   
Prepaid expense
-
8,111 
Accrued liabilities
(4,088)
(800)
Net Cash Used in Operating Activities
(10,392)
(3,710)
Cash Flows from Financing Activities   
Advances from a related party
216
3,959 
Repayments to a related party
(33,225)
-   
Net Cash Provided by (Used in) Financing Activities
(33,009)
3,959
Increase (Decrease) in Cash
(43,401)
249
Cash - Beginning of Period
95,259
-
Cash - End of Period
51,858
249   
Supplemental Disclosures  
Interest paid
-
-
Income tax paid
-
-

 

 

F-3

(The accompanying notes are an integral part of these financial statements)

 

-5-

Index

Amecs Inc. 
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited interim financial statements)   
1.
Development Stage Company

Amecs Inc. (the "Company") was incorporated in the State of Nevada on December 28, 2004 and is a development stage company as defined by Statement of Financial Accounting Standard No. 7, "Development Stage Companies". The Company's planned operation involves business-to-business e-commerce and is based in Toronto, Ontario, Canada. The Company proposes to create an electronic market place for automotive dealerships, both retail and wholesale, where the dealers can offer and bid for vehicles that are coming off lease, offered as a trade-in or otherwise available. This electronic marketplace will be restricted to dealers and will not allow the general public to bid for the vehicles. The Company's business model is fee-based. The participants will pay an initial fee for registration as a participant, a monthly fee for account maintenance and transaction fee for each time a bid is placed on a vehicle or a vehicle is added in the database, or for any other additional services. No commissions are charged on transactions facilitated by the Company.

The Company is in the early development stage. In a development stage company, management devotes most of its activities to the development of a business plan for the Company. As at March 31, 2006, the Company has an accumulated deficit of $64,266. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful execution of its plan of operations and ability  to raise additional financing. There is no guarantee that the Company will be able to raise any capital or sell any of its products and services at a profit. There is substantial doubt regarding the Company's ability to continue as a going concern.

The Company will continue its activities to generate revenues and will also raise additional working capital, if necessary, through the sale of equity securities or the issuance of debt instruments. Operating expenses for the next twelve months are expected to increase over the current year.

The Company filed an SB-2 Registration Statement ("SB-2") with the United States Securities and Exchange Commission that was declared effective August 15, 2005. Pursuant to the SB-2, the Company offered up to 2,000,000 common shares in a public offering. During the year ended December 31, 2005 the Company received cash proceeds of $100,765 and issued 1,007,650 common shares at $0.10 per share. 
2.
Summary of Significant Accounting Policies 
(a)
Basis of Accounting and Year End
 
These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in U.S. dollars. The Company's year-end is December 31. 
(b)
Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates.

(c)
Cash and cash equivalents
 
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash.
 

F-4

 

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Index

Amecs Inc. 
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited interim financial statements)   
2.
Summary of Significant Accounting Policies (continued) 
(d)
Financial Instruments
 
The fair value of cash, prepaid expense, accrued liabilities and due to a related party was estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company's operations are in Canada resulting in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. 
(e)
Basic and Diluted Net Income (Loss) Per Share
 
The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. 
(f)
Foreign Currency Translation
 
The Company's functional currency is the Canadian dollar and the reporting currency is the US dollar. Canadian dollar transactions are translated to United States dollars in accordance with SFAS No. 52 "Foreign Currency Translation". Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. 
(g)
Stock-based Compensation
 
Prior to January 1, 2006, the Company accounted for stock-based awards under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "*Accounting for Stock Issued to Employees*" using the intrinsic value method of accounting, under which compensation expense was only recognized if the exercise price of the Company's employee stock options was less than the market price of the underlying common stock on the date of grant. Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R "*Share Based Payments*", using the modified retrospective transition method. The Company has not issued any stock options or share based payments since its inception. Accordingly, there was no effect on the Company's reported loss from operations, cash flows or loss per share as a result of adopting SFAS No 123R. 
(h)
Recent Accounting Pronouncements
 
In May 2005, the FASB issued SFAS No. 154, *"Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS No. 3"*. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard did not have a material effect on the Company's results of operations or financial position.
F-5

 

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Index

Amecs Inc. 
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited interim financial statements)   
2.
Summary of Significant Accounting Policies (continued) 
(h)
Recent Accounting Pronouncements (continued)
 
In December 2004, the FASB issued SFAS No. 153, *"Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29"*. The guidance in APB Opinion No. 29, *"Accounting for Nonmonetary Transactions"*, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle.  SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard did not have a material effect on the Company's results of operations or financial position. 
(i)
Other Comprehensive Loss
 
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2006 and 2005, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

(j)
Revenue Recognition
 
The Company has not generated any revenue since inception on December 28, 2004. The Company will recognize revenue from initiation fees related to the processing of participant applications, monthly maintenance fees charged for maintaining participant accounts, advertisement placement fees charged to participants, bidding fees for each bid placed on the Company's website and service fees if the Company becomes involved in organizing vehicle inspections and/or transportation of vehicles.
 
The Company will recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue Recognition in Financial Statements." Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided and collectibility is reasonably assured. 
(k)
Interim Financial Statements
 
The interim financial statements as at March 31, 2006 and for the three month period then ended have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. 
3.
Accrued Liabilities

Accrued liabilities consist of amounts owing for professional fees of $1,670 (2004 - $3,825).
 

 

F-6

 

-8-

Index

Amecs Inc. 
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited interim financial statements)    
4.
Related Party Transactions 
(a) 
The President of the Company advanced $216 (December 31, 2005 - $33,225) to the Company for working capital purposes and payment of expenses. The amount is unsecured, non-interest bearing and due on demand.  During the current quarter, $33,225 was repaid to the President. 
(b)
During the three months ended March 31, 2006, management services with a fair value of $3,000 (2005 - $3,000) was contributed by the President of the Company. The amount was charged to operations and treated as donated capital.
 

 

 

 

 

 

 

 

 

 

 

F-7

 

-9-
**ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS**
This section of our quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this quarterly report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. 

We are a development stage corporation and have not started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website and begin selling our advisory services to our target market.   We believe the technical aspects of our website will be sufficiently developed to use for our operations ninety days from the date of this quarterly report. 

We have only one officer and director.  He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes-Oxley Act of 2002.  When theses controls are implemented, he will be responsible for the administration of the controls.  Should he not have sufficient experience, he may be incapable of creating and  implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.  
**Plan of Operation**
We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.

Our plan is to profitably promote our electronic Internet market place for the automotive dealerships to trade used vehicles.  We intend to accomplish the foregoing through the following milestones:

1.     We have engaged in negotiations with an outside web designer to begin development of the website.  We also intend to contact car dealerships and seek strategic alliances. The negotiation of additional alliances with car dealerships and the refinement of the website will be ongoing during the life of our operations. As more dealerships are added, the number of offered sales or leases of vehicles will increase as well. This will cause us to have to continually upgrade our website. We believe that it will cost up to $15,000 in order to have our website initially operational and $10,000 to have our database initially ready to receive information. Both the initial operation of the website and the database is anticipated to be ready within ninety days from the date of this quarterly report. As additional alliances are negotiated with service providers, we will up-grade the website. As our customer base increases we will up-grade the database. 

 

-10-

Both upgrades will be ongoing during the life of our operations. 

To develop our website we will need to successfully execute the following steps:

* 
Develop the top level requirements for the BizWithEase market place.
* 
Identify a qualified contractor to develop the website and database.
* 
Together with the contractor create a specification for the work to be done.
* 
Ensure that the architecture of the website and database provide for easy scalability to accommodate for increasing  number of participants and growing volume of transactions if the business become successful. 
* 
Identify the service provider to host our website and database.
* 
Supervise the development process and ensure that the website and database are developed to the agreed upon specification and on budget.

Our failure to succeed in each of the of the above steps, as well as any significant delay with completion of any of the above steps, will negatively affect our ability to conduct our business, generate revenue and may result in our inability to operate as a going concern.

2.     As soon as our website is operational, which we expect to happen approximately ninety days from the date of this quarterly report, we will begin to market our website in the Toronto area and through traditional sources such as magazines, newspaper advertising, telephone directories and flyers/mailers. We also intend to attend trade shows and conferences. We intend to initially target automobile dealers in the Toronto, Ontario geographical area to become potential users of our website. We may utilize inbound links that connect directly to our website from other sites. Potential clients can simply click on these links to become connected to our website from search engines and community and affinity sites. We believe that it will cost $15,000 for our marketing campaign.

To complete this stage we will need consecutively execute the following steps: 

* 
Develop marketing materials, articulate our product offering and create a message we will approach the potential customers with.
* 
Create a questionnaire in an open ended form that will allow ups to collect information on customers' needs.
* 
Identify target customers for the campaign.
* 
Approach  potential customers and discuss our product offering with them..
* 
Analyzing the results of the initial campaign.
* 
Revisiting each steps above and conducting the next iteration of the campaign. 

We have not yet identified the potential customers for our service and have no mailing list of potential clients. We cannot claim having sufficient knowledge and expertise on organizing marketing campaigns, advertising campaigns, web marketing and other marketing activities we plan to engage in on ongoing basis. We may need to attract third party contractors for organizing and executing our marketing campaign. If we fail to successfully market our services for whatever reason, our business plan may never materialize and we may seize to exist as a going concern.

 

 

-11-

3.     As soon as we analyze the first results of our marketing and promotional campaign as outlined above and identify the services needed by our customers and the geographic location of the customers, we will begin sourcing out third parties capable of offering complementary services to our clients. The full list of complimentary services will be defined based on our analysis of the needs of pour customers following our initial marketing campaign. As geography of our operations grow, we expect our customers to be interested in such services as technical inspection and certification of a vehicle prior to its delivery to the city of the purchasing dealer, vehicle transportation, legal services and other services that may be of interest to our clients. Sourcing potential service providers for our clients may consist of telephone surveys and may contain questions that would "qualify" the potential clients. It will also involve research into existing databases available via the Internet to target and extract the applicable names and contacts to create our own customized database. This activity is a complementary activity to our core business of facilitating trade between participants of our market place. The magnitude of this activity depends on the amount of money we manage to raise during our public offering. 

4.     Within ninety days from the initial launch of our website, we believe that we will begin generating fees from our customers conducting initial transactions through our website.  At this time we intend to hire one or two part-time salesperson(s) to initiate telephone calls to potential clients.  At this time we will establish the permanent office of the company. We believe that it will cost $5,000 to establish our office.  The $5,000 includes leasing office space, communication equipment furniture and stationary.  We intend to make a down payment on the equipment and finance the balance.  Our president will personally guaranty any financing arrangement.  All administrative duties will be handled by Alexei Gavriline, our president. 

In summary, we should be in full operation and receiving orders within 100 days of the date of this report.   We estimate that we will generate revenue 120 to 180 days after beginning operations.

Until our website is fully operational, we do not believe that clients will use www.BizWithEase.com market place. We believe, however, that once our website is operational and we are able to address our customer's business needs they will begin utilizing our services. 

If we are unable to develop a website that addresses the needs of the market participants, or if we are unable to attract sufficient number of customers to our electronic marketplace, we may not generate any revenue whatsoever. 

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.  
**Limited operating history; need for additional capital**
There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.   

 

 

-12-

To become profitable and competitive, we have to attract sufficient number of participants to our market place to make this electronic market place the market of choice for our customers.  Our initial estimates show that to become profitable we will need to attract at least 100 active participants transacting with each other at least once a week.  Failure to attract sufficient number of participants will result in inefficiency of our electronic marketplace and will lead to its eventual closure. Therefore, within relatively short time, we have to locate and attract significant number of participants for our market place. We are seeking equity financing to provide for the capital required to implement our operations. 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. 
**Results of operations 
*From Inception on December 28, 2004 to March 31, 2006*
Our net loss from inception to March 31, 2006 is $64,266 of which $4,743 is for general and administrative expenses; $42,023 is for professional fees; $2,500 is for consulting fees; and, $15,000 is for a non-cash charge representing donated services by our president.  

On August 10, 2005, our Form SB-2 registration statement (SEC file no. 333-123087) was declared effective by the SEC. Pursuant to the SB-2, we offered up to a total of 2,000,000 shares of common stock in a direct public offering, without any involvement of underwriters or broker-dealers. The minimum number of shares offered was 1,000,000 and the maximum was 2,000,000 common shares. The offering price is $0.10 per common share. 

On December 20, 2005, we completed our public offering by selling 1,007,650 shares of common stock to 81 persons and corporations in consideration of $100,765.   

Since then, we have used the offering proceeds as follows:

Offering Expenses
$
1,548
Website development
$
0
Database
$
0
Marketing and advertising
$
0
Repayment of debt
$
33,225
Establishing an office
$
0
Audit, accounting and filing fees
$
7,432
Attending industry trade shows
$
0
Legal Advice
$
873
Working capital
$
2,632

 

 

 

-13-
**Liquidity and capital resources**
We believe we have adequate cash to maintain operations for twelve months, but we cannot guarantee that once we begin operations we will stay in business after operations have commenced.   If we are unable to successfully attract sufficient number of customers to participate in our electronic market place or if we fail to develop this electronic market place in a timely fashion, we may quickly use up the proceeds from our public offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. 

     At the present time, we have not made any arrangements to raise additional cash.  If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. 

As of the date of this quarterly report, we have yet to generate any revenues from our business operations. 

In December 2004, we issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933.   This was accounted for as a sale of common stock.

On December 20, 2005, we completed our public offering by selling 1,007,650 shares of common stock to 81 persons and corporations in consideration of $100,765.   

As of March 31, 2006, our total assets were $51,887 and our total liabilities were $1,886 comprised of accrued liabilities consisting of amounts owing for professional fees of $1,670; and, $216 owed to Alexei Gavriline, our sole director and president, for advances made to the Company for working capital purposes and payment of expenses. As of March 31, 2006, we had cash of $51,858. 
**ITEM 3.     CONTROLS AND PROCEDURES

(a)     ***Evaluation of Disclosure Controls and Procedures:* Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required. 
 

-14-
**(b)     ***Changes in Internal Control over Financial Reporting:* There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness. 
There were no changes in our internal controls or in other factors that could affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action. 
**PART II   OTHER INFORMATION****ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.**
On August 10, 2005, our Form SB-2 registration statement (SEC file no. 333-123087) was declared effective by the SEC. Pursuant to the SB-2, we offered up to a total of 2,000,000 shares of common stock in a direct public offering, without any involvement of underwriters or broker-dealers. The minimum number of shares offered was 1,000,000 and the maximum was 2,000,000 common shares. The offering price is $0.10 per common share. 

On December 20, 2005, we completed our public offering by selling 1,007,650 shares of common stock to 81 persons and corporations in consideration of $100,765.   

Since then, we have used the offering proceeds as follows:

Offering Expenses
$
1,548
Website development
$
0
Database
$
0
Marketing and advertising
$
0
Repayment of debt
$
33,225
Establishing an office
$
0
Audit, accounting and filing fees
$
7,432
Attending industry trade shows
$
0
Legal Advice
$
873
Working capital
$
2,632
**ITEM 6.     EXHIBITS.**
The following Exhibits are attached hereto:

**Exhibit No.**Document Description
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1
Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of 2002.

 

-15-
**SIGNATURES**
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 11th day of May, 2006.

 **AMECS INC. 
(Registrant)    
BY:
ALEXEI GAVRILINE  
Alexei Gavriline  ****************************